Registration No. 2-49887
File No. 811-2454
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [ ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 60 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
Amendment No. 29 [ X ]
OPPENHEIMER MONEY MARKET FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Englewood, CO 80112
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(Address of Principal Executive Offices) (Zip Code)
(303) 671-3200
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(Registrant's Telephone Number, including Area Code)
Andrew J. Donohue, Esq.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On November 27, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On ________________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Oppenheimer Money Market Fund, Inc.
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Prospectus dated November 27, 1998
Oppenheimer Money Market Fund, Inc. is a money market mutual fund. Its goal
is to seek the maximum current income that is consistent with stability of
principal. The Fund invests in short-term, high quality "money market"
securities.
This Prospectus contains important information about the Fund's objective,
its investment policies, strategies and risks. It also contains important
information about how to buy and sell shares of the Fund and other account
features. Please read this Prospectus carefully before you invest and keep it
for future reference about your account.
(logo)OppenheimerFunds
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's securities nor has it determined that this
Prospectus is accurate or complete. It is a criminal offense to represent
otherwise.
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Contents
About The Fund
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The Fund's Objective and Investment Strategies
Main Risks of Investing in the Fund
The Fund's Past Performance
Fees and Expenses of the Fund
About the Fund's Investments
How the Fund is Managed
About Your Account
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How to Buy Shares
Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Web Site
Retirement Plans
How to Sell Shares
By Mail
By Telephone
By Checkwriting
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Tax Information
Financial Highlights
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About the Fund
The Fund's Objective and Investment Strategies
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What Is the Fund's Investment Objective? The Fund's objective is to seek the
maximum current income that is consistent with stability of principal.
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What Does the Fund Invest In? The Fund is a money market fund. It invests in a
variety of high-quality money market securities to seek income. Money market
securities are short-term debt instruments issued by the U.S. government,
domestic and foreign corporations and financial institutions and other entities.
They include, for example, bank obligations, repurchase agreements, commercial
paper, other corporate debt obligations and government debt obligations maturing
in 397 days or less.
Who Is the Fund Designed For? The Fund may be appropriate for investors who want
to earn income at current money market rates while preserving the value of their
investment, because the Fund is managed to keep its share price stable at $1.00.
Income on short-term securities tends to be lower than income on longer term
debt securities, so the Fund's yield will likely be lower than the yield on
longer-term fixed income funds. The Fund also offers easy access to your money
through checkwriting and wire redemption privileges. The Fund does not invest
for the purpose of seeking capital appreciation or gains.
Main Risks of Investing in the Fund
All investments carry risks to some degree. Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
However, the Fund is a money market fund that seeks income by investing in
short-term debt securities that must meet strict standards set by its Board of
Directors following special rules for money market funds under federal law.
These include requirements for maintaining high credit quality in the Fund's
portfolio, a short average portfolio maturity to reduce the effects of changes
in interest rates on the value of the Fund's securities and diversifying the
Fund's investments among issuers to reduce the effects of a default by any one
issuer on the value of the Fund's shares.
Even so, there are risks that any of the Fund's holdings could have its
credit rating downgraded, or the issuer could default, or that interest rates
could rise sharply, causing the value of the Fund's securities (and its share
price) to fall. As a result, there is a risk that the Fund's shares could fall
below $1.00 per share.
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An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
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The Fund's investment manager, OppenheimerFunds, Inc., tries to reduce
risks by diversifying investments and by carefully researching securities before
they are purchased. However, an investment in the Fund is not a complete
investment program. The rate of the Fund's income will vary from day to day,
generally reflecting changes in overall short-term interest rates. There is no
assurance that the Fund will achieve its investment objective.
The Fund's Past Performance
The bar chart and table below show how the Fund's returns may vary over time, by
showing changes in the Fund's performance from year to year for the last ten
calendar years and its average annual total returns for the 1-, 5- and 10- year
periods. Variability of returns is one measure of the risks of investing in a
money market fund. The Fund's past investment performance is not necessarily an
indication of how the Fund will perform in the future.
Annual Total Returns (% as of 12/31 each year)
[See appendix to prospectus for annual total return data for bar chart.]
For the period from 1/1/98 through 9/30/98, the cumulative total return (not
annualized) was 3.70%. During the period shown in the bar chart, the highest
return (not annualized) for a calendar quarter was 1.98% (4Q'88) and the lowest
return for a calendar quarter was 0.63% (1Q'93).
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Average Annual
Total Returns for the
periods ending December
31, 1997 Past 1 Year Past 5 Years Past 10 Years
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Oppenheimer Money 4.94% 4.32% 5.48%
Market Fund, Inc.
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The returns in the table measure the performance of a hypothetical account and
assume that all distributions have been reinvested in additional shares. The
total returns are not the Fund's current yield. The Fund's yield more closely
reflects the Fund's current earnings.
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To obtain the Fund's current 7-day yield information, please call the Transfer
Agent toll-free at 1-800-525-7048.
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Fees and Expenses of the Fund
The Fund pays a variety of expenses directly for management of its assets,
administration and other services. Those expenses are subtracted from the Fund's
assets to calculate the Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other expenses
directly, such as account transaction charges. The following tables are provided
to help you understand the fees and expenses you may pay if you buy and hold
shares of the Fund. The numbers below are based upon the Fund's expenses during
the fiscal year ended July 31, 1998. Shareholder Fees. The Fund does not charge
any initial sales charge to buy shares or to reinvest dividends. There are no
exchange fees or redemption fees and no contingent deferred sales charges
(unless you buy Fund shares by exchanging Class A shares of other Oppenheimer
funds that were purchased subject to a contingent deferred sales charge, as
described in "How to Sell Shares").
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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Management Fees 0.43%
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Distribution (12b-1) Fees None
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Other Expenses 0.44%
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Total Annual Operating Expenses 0.87%
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"Other expenses" in the table include transfer agent fees, custodial fees, and
accounting and legal expenses the Fund pays.
Example. This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in shares of the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's expenses remain the same. Your actual costs may be higher or
lower, because expenses will vary over time. Based on these assumptions your
expenses would be as follows:
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1 Year 3 Years 5 Years 10 Years
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$ 89 $ 278 $ 482 $1,073
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About the Fund's Investments
The Fund's Principal Investment Policies. In seeking its objective of high
current income consistent with stability of principal, the Fund invests in
short-term money market securities meeting quality standards established for
money market funds under the Investment Company Act. The Statement of Additional
Information contains more detailed information about the Fund's investment
policies and risks.
|X| What Types of Money Market Securities Does the Fund Invest In? The
following is a brief description of the types of money market securities the
Fund may invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. Government, corporations, banks or
other entities. They may have fixed, variable or floating interest rates. All of
the Fund's investments must meet the special quality requirements set under the
Investment Company Act and described briefly below.
|_| U.S. Government Securities. These include obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities. Some are direct obligations of the U.S. Treasury, such as
Treasury bills, notes and bonds, and are supported by the full faith and
credit of the United States. Other U.S. government securities, such as
pass-through certificates issued by the Government National Mortgage
Association (Ginnie Mae), are also supported by the full faith and credit of
the U.S. government. Some government securities are supported by the right
of the issuer to borrow from the U.S. Treasury, such as securities of Federal
National Mortgage Corporation (Fannie Mae). Others may be supported only by
the credit of the instrumentality, such as obligations of the Federal Home
Loan Mortgage Corporation (Freddie Mac).
|_| Bank Obligations. The Fund may buy time deposits, certificates
of deposit and bankers' acceptances. They must be :
|_| obligations of a domestic bank having total assets of at
least $1 billion or
|_| U.S. dollar-denominated obligations of a foreign bank with
total assets of at least U.S. $1 billion.
|_| Commercial Paper. Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company. The Fund may buy
commercial paper only if it meets the Fund's quality standards, described
below.
|_| Corporate Obligations. The Fund may invest in other short-term
corporate debt obligations, besides commercial paper, that at the time of
purchase by the Fund meet the Fund's quality standards, described below.
|_| Other Money Market Obligations. The Fund may invest in money market
obligations other than those listed above if they are subject to repurchase
agreements or guaranteed as to their principal and interest by a corporation
whose commercial paper may be purchased by the Fund or by a domestic bank. The
bank must meet credit criteria set by the Fund's Board of Directors.
Additionally, the Fund may buy other money market instruments that its
Board of Directors approves from time to time. They must be U.S.
dollar-denominated short-term investments that the Board must determine to have
minimal credit risks. They also must be of "high quality" as determined by a
national rating organization. The Fund may buy an unrated security that
otherwise meets those qualifications.
Currently, the Board has approved the purchase of dollar-denominated
obligations of foreign banks payable in the U.S. or in London, England, floating
or variable rate demand notes, asset-backed securities, and bank loan
participation agreements. Their purchase may be subject to restrictions adopted
by the Board from time to time.
|X| What Credit Quality and Maturity Standards Apply to the Fund's
Investments? Debt instruments, including money market instruments, are subject
to credit risk, the risk that the issuer might not make timely payments of
interest on the security or repay principal when it is due. The Fund may buy
only those securities that meet standards set in the Investment Company Act for
money market funds. The Fund's Board has adopted procedures to evaluate
securities for the Fund's portfolio and the Manager has the responsibility to
implement those procedures when selecting investments for the Fund.
In general, those procedures require that securities be rated in one of
the two highest short-term rating categories of two national rating
organizations. At least 95% of the Fund's assets must be invested in securities
of issuers with the highest credit rating. No more than 5% of the Fund's assets
can be invested in securities with the second highest credit rating. In some
cases, the Fund can buy securities rated by one rating organization or unrated
securities that the Manager judges to be comparable in quality to the two
highest rating categories.
The procedures also limit the amount of the Fund's assets that can be
invested in the securities of any one issuer (other than the U.S. government,
its agencies and instrumentalities), to spread the Fund's investment risks. A
security's maturity must not exceed 397 days. Finally, the Fund must maintain an
average portfolio maturity of not more than 90 days, to reduce interest rate
risks.
|X| Can the Fund's Investment Objective and Policies Change? The Fund's
Board of Directors may change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments to this
Prospectus. Fundamental policies are those that cannot be changed without the
approval of a majority of the Fund's outstanding voting shares. The Fund's
investment objective is a fundamental policy. The Fund's investment policies and
techniques are not fundamental unless this Prospectus or the Statement of
Additional Information says that a particular policy is fundamental.
Other Investment Strategies. To seek its objective, the Fund may also use the
investment techniques and strategies described below. These techniques involve
certain risks. The Statement of Additional Information contains more information
about some of these practices, including limitations on their use that are
designed to reduce some of the risks.
|X| Floating Rate/Variable Rate Notes. The Fund can purchase notes with
floating or variable interest rates. Variable rates are adjustable at stated
periodic intervals. Floating rates are adjusted automatically according to a
specified market index for such investments, such as the prime rate of a bank.
If the maturity of a note is greater than 397 days, it may be purchased if it
has a demand feature. That feature must permit the Fund to recover the principal
amount of the note on not more than thirty days' notice at any time, or at
specified times not exceeding 397 days from purchase.
|X| Obligations of Foreign Banks and Foreign Branches of U.S. Banks.
The Fund can invest in U.S. dollar-denominated securities of foreign banks
that are payable in the U.S. or in London, England. It can also buy
dollar-denominated securities of foreign branches of U.S. banks. These
securities have investment risks different from obligations of domestic
branches of U.S. banks. Risks that may affect the bank's ability to pay its
debt include:
|_| political and economic developments in the country in which the
bank or branch is located,
|_| imposition of withholding taxes on interest income payable on the
securities,
|_| seizure or nationalization of foreign deposits,
|_| the establishment of exchange control regulations and
|_| the adoption of other governmental restrictions that might affect
the payment of principal and interest on those securities.
Additionally, not all of the U.S. and state banking laws and regulations
that apply to domestic banks and that are designed to protect depositors and
investors apply to foreign branches of domestic banks. None of those U.S. and
state regulations apply to foreign banks.
|X| Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements. They provide the Fund an undivided interest in a loan
made by the issuing bank in the proportion the Fund's interest bears to the
total principal amount of the loan. In evaluating the risk of these investments,
the Fund looks to the creditworthiness of the borrower that is obligated to make
principal and interest payments on the loan.
|X| Asset-Backed Securities. The Fund may invest in asset-backed
securities. These are fractional interests in pools of consumer loans and other
trade receivables. They are backed by a pool of assets, such as credit card or
auto loan receivables, which are the obligations of a number of different
parties. The income from the underlying pool is passed through to holders, such
as the Fund.
These securities are frequently supported by a credit enhancement, such as
a letter of credit, a guarantee or a preference right. However, the credit
enhancement generally applies only to a fraction of the security's value. If the
issuer of the security has no security interest in the related collateral, there
is the risk that the Fund could lose money if the issuer defaults.
|X| Repurchase Agreements. The Fund may enter into repurchase agreements.
In a repurchase transaction, the Fund buys a security and simultaneously sells
it to the vendor for delivery at a future date. Repurchase agreements must be
fully collateralized. However, if the vendor fails to pay the resale price on
the delivery date, the Fund may incur costs in disposing of the collateral and
may experience losses if there is any delay in its ability to do so. There is no
limit on the amount of the Fund's net assets that may be subject to repurchase
agreements of 7 days or less.
|X| Illiquid and Restricted Securities. Investments may be illiquid
because of the absence of an active trading market, making it difficult to value
them or dispose of them promptly at an acceptable price. Restricted securities
may have a contractual limit on resale or may require registration under federal
securities laws before they can be sold publicly. The Fund will not invest more
than 10% of its net assets in illiquid or restricted securities. That limit does
not apply to certain restricted securities that are eligible for resale to
qualified institutional purchasers. The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity. Difficulty in selling a security may result in a
loss to the Fund or additional costs.
Year 2000 Risks. Because many computer software systems in use today cannot
distinguish the year 2000 from the year 1900, the markets for securities in
which the Fund invests could be detrimentally affected by computer failures
beginning January 1, 2000. Failure of computer systems used for securities
trading could result in settlement and liquidity problems for the Fund and other
investors. That failure could have a negative impact on handling securities
trades, pricing and accounting services. Data processing errors by government
issuers of securities could result in economic uncertainties, and those issuers
may incur substantial costs in attempting to prevent or fix such errors, all of
which could have a negative effect on the Fund's investments and returns.
The Manager, the Distributor and the Transfer Agent have been working on
necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted in time for that event, although there
cannot be assurance of success. Additionally, the services they provide depend
on the interaction of their computer systems with those of brokers, information
services, the Fund's Custodian and other parties. Therefore, any failure of the
computer systems of those parties to deal with the year 2000 may also have a
negative effect on the services they provide to the Fund. The extent of that
risk cannot be ascertained at this time.
How the Fund is Managed
The Manager. The Fund's investment adviser is the Manager, OppenheimerFunds,
Inc., which is responsible for selecting the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the policies
established by the Board of Directors, under an Investment Advisory Agreement
which states the Manager's responsibilities. The Agreement sets forth the fees
paid by the Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.
The Manager has operated as an investment advisor since 1959. The Manager
(including subsidiaries) currently manages investment companies, including other
Oppenheimer funds, with assets of more than $85 billion as of September 30,
1998, and with more than 4 million shareholder accounts. The Manager is located
at Two World Trade Center, 34th Floor, New York, New York 10048-0203.
|X| Portfolio Managers. Carol E. Wolf and Arthur J. Zimmer are the
portfolio managers of the Fund. They are the persons principally responsible for
the day-to-day management of the Fund's portfolio. Ms. Wolf has had this
responsibility since November 1988, and Mr. Zimmer since July 15, 1998. Ms. Wolf
is a Vice President and Mr. Zimmer a Senior Vice President of the Manager, and
each is an officer and portfolio manager of other Oppenheimer funds.
|X| Advisory Fees. Under the Investment Advisory Agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional assets
as the Fund grows: 0.45% of the first $500 million of average annual net assets,
0.425% of the next $500 million, 0.40% of the next $500 million, and 0.375% of
net assets in excess of $1.5 billion. The Fund's management fee for the fiscal
year ended July 31, 1998 was 0.43% of the Fund's average annual net assets.
<PAGE>
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About Your Account
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How to Buy Shares
How Are Shares Purchased? You can buy shares several ways -- through any dealer,
broker or financial institution that has a sales agreement with the Fund's
Distributor, directly through the Distributor, or automatically through an Asset
Builder Plan under the OppenheimerFunds AccountLink service. The Distributor may
appoint certain servicing agents to accept purchase (and redemption) orders. The
Distributor, in its sole discretion, may reject any purchase order for the
Fund's shares.
The Fund intends to be as fully invested as possible to maximize its
yield. Therefore, newly-purchased shares normally will begin to accrue dividends
after the Distributor accepts your purchase order, starting on the business day
after the Fund receives Federal Funds from your purchase payment.
|X|Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
|_|Guaranteed Payment Procedures. Some broker-dealers may have
arrangements with the Distributor to enable them to place purchase orders for
shares on a regular business day and to guarantee that the Fund's custodian bank
will receive Federal Funds to pay for the shares by 2:00 P.M. on the next
regular business day. The shares will start to accrue dividends starting on the
day the Federal Funds are received by 2:00 P.M.
|X|Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
Colorado 80217. Your check should be in U.S. dollars and drawn on a U.S.
bank so that dividends will begin to accrue on the next regular business day
after the Distributor accepts your purchase order.
If you don't list a dealer on the application, the Distributor will act as
your agent in buying the shares. However, we recommend that you discuss your
investment with a financial advisor before your make a purchase to be sure that
the Fund is appropriate for you.
|X|Buying Shares by Federal Funds Wire. Shares purchased through the
Distributor may be paid for by Federal Funds wire. The minimum investment is
$2,500. Before sending a wire, call the Distributor's Wire Department at
1-800-525-7048 to notify the Distributor of the wire, and to receive further
instructions.
|X|Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
shares are purchased for your account on the regular business day the
Distributor is instructed by you to initiate the Automated Clearing House (ACH)
transfer to buy the shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink,"
below for more details. Dividends begin to accrue on shares purchased this way
on the business day after the Fund receives the ACH payment from your bank.
|X|Buying Shares Through Asset Builder Plans. You may purchase shares of
the Fund (and up to four other Oppenheimer funds) automatically each month from
your account at a bank or other financial institution under an Asset Builder
Plan with AccountLink. Details are in the Asset Builder Application and the
Statement of Additional Information.
How Much Must You Invest? You can open a Fund account with a minimum initial
investment of $1,000 and make additional investments at any time with as little
as $25. There are reduced minimum investments under special investment plans.
|_|With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
military allotment plans, you can make initial and additional investments for as
little as $25. Additional purchases of at least $25 can be made by telephone
through AccountLink.
|_|Under retirement plans, such as IRAs, pension and profit-sharing plans
and 401(k) plans, you can start your account with as little as $250. If your IRA
is started under an Asset Builder Plan, the $25 minimum applies.
Additional purchases may be as little as $25.
|_|The minimum investment requirement does not apply to reinvesting
dividends from the Fund or other Oppenheimer funds (a list of them appears in
the Statement of Additional Information, or you can ask your dealer or call the
Transfer Agent), or reinvesting distributions from unit investment trusts that
have made arrangements with the Distributor.
At What Price Are Shares Sold? Shares are sold at their offering price, which is
the net asset value per share without any sales charge. The net asset value per
share will normally remain fixed at $1.00 per share. However, there is no
guarantee that the Fund will maintain a stable net asset value of $1.00 per
share.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the Distributor
receives the purchase order at its offices in Denver, Colorado, or after any
agent appointed by the Distributor receives the order and sends it to the
Distributor.
|_|The net asset value of each class of shares is determined as of the
close of The New York Stock Exchange, on each day the Exchange is open for
trading (referred to in this Prospectus as a "regular business day"). The
Exchange normally closes at 4:00 P.M., New York time, but may close earlier on
some days. All references to time in this Prospectus mean "New York time".
The net asset value per share is determined by dividing the value of the
Fund's net assets attributable to a class by the number of shares of that class
that are outstanding. Under a policy adopted by the Fund's Board of Directors,
the Fund uses the amortized cost method to value its securities to determine net
asset value.
|_|To receive the offering price for a particular day, in most cases the
Distributor or its designated agent must receive your order by the time of day
The New York Stock Exchange closes that day. If your order is received on a day
when the Exchange is closed or after it has closed the order will receive the
next offering price that is determined after your order is received.
|_|If you buy shares through a dealer, your dealer must receive the order
by the close of The New York Stock Exchange and transmit it to the Distributor
so that it is received before the Distributor's close of business on a regular
business day (normally 5:00 P.M.) to receive that day's offering price.
Otherwise, the order will receive the next offering price that is determined.
What Class of Shares Does the Fund Offer? The Fund offers investors one class of
shares. Those shares are considered to be Class A shares for the purposes of
exchanging them or reinvesting dividends among other Oppenheimer funds that
offer more than one class of shares.
Special Investor Services
AccountLink. You can use our AccountLink feature to link your Fund account
with an account at a U.S. bank or other financial institution. It must be an
Automated Clearing House (ACH) member. AccountLink lets you:
|_|transmit funds electronically to purchase shares by telephone (through
a service representative or by PhoneLink) or automatically under Asset
Builder Plans, or
|_| have the Transfer Agent send redemption proceeds or to transmit
dividends and distributions directly to your bank account. Please
call the Transfer Agent for more information.
You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1-800-852-8457. The purchase payment
will be debited from your bank account.
AccountLink privileges should be requested on your Application or your
dealer's settlement instructions if you buy your shares through a dealer. After
your account is established, you can request AccountLink privileges by sending
signature-guaranteed instructions to the Transfer Agent. AccountLink privileges
will apply to each shareholder listed in the registration on your account as
well as to your dealer representative of record unless and until the Transfer
Agent receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the Transfer
Agent signed by all shareholders who own the account.
PhoneLink. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions automatically
using a touch-tone phone. PhoneLink may be used on already-established Fund
accounts after you obtain a Personal Identification Number (PIN), by calling the
special PhoneLink number, 1-800-533-3310.
|_| Purchasing Shares. You may purchase shares in amounts up to $100,000
by phone, by calling 1-800-533-3310. You must have established AccountLink
privileges to link your bank account with the Fund to pay for these purchases.
|_| Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your Fund
account to another Oppenheimer fund account you have already established by
calling the special PhoneLink number.
|_| Selling Shares. You can redeem shares by telephone automatically by
calling the PhoneLink number and the Fund will send the proceeds directly to
your AccountLink bank account. Please refer to "How to Sell Shares," below for
details.
Can I Submit Transaction Requests by Fax? You may send requests for certain
types of account transactions to the Transfer Agent by fax (telecopier). Please
call 1-800-525-7048 for information about which transactions may be handled this
way. Transaction requests submitted by fax are subject to the same rules and
restrictions as written and telephone requests described in this Prospectus.
OppenheimerFunds Internet Web Site. You can obtain information about the Fund,
as well as your account balance, on the OppenheimerFunds Internet web site, at
http://www.oppenheimerfunds.com. Additionally, shareholders listed in the
account registration (and the dealer of record) may request certain account
transactions through a special section of that web site. To perform account
transactions, you must first obtain a personal identification number (PIN) by
calling the Transfer Agent at 1-800-533-3310. If you do not want to have
Internet account transaction capability for your account, please call the
Transfer Agent at 1-800-525-7048.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that enable
you to sell shares automatically or exchange them to another Oppenheimer fund
account on a regular basis. Please call the Transfer Agent or consult the
Statement of Additional Information for details.
Reinvestment Privilege. If you redeem some or all of your Fund shares that were
purchased by reinvesting dividends from the Fund or another Oppenheimer fund
account (except Oppenheimer Cash Reserves) or by exchanging shares from another
Oppenheimer fund account on which you paid a sales charge, you have up to 6
months to reinvest all or part of the redemption proceeds in Class A shares of
other Oppenheimer funds without paying a sales charge. You must be sure to ask
the Distributor for this privilege when you send your payment.
Retirement Plans. You may buy shares of the Fund for your retirement plan
account. If you participate in a plan sponsored by your employer, the plan
trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that can be used
by individuals and employers:
|_| Individual Retirement Accounts (IRAs), including regular IRAs, Roth
IRAs, rollover and Education IRAs.
|_| SEP-IRAs, which are Simplified Employee Pensions Plan IRAs for small
business owners or self-employed individuals.
|_| 403(b)(7) Custodial Plans, that are tax deferred plans for employees
of eligible tax-exempt organizations, such as schools, hospitals and charitable
organizations.
|_| 401(k) Plans, which are special retirement plans for businesses.
|_| Pension and Profit-Sharing Plans, designed for businesses and
self-employed individuals.
Please call the Distributor for OppenheimerFunds retirement plan
documents, which include applications and important plan information.
How to Sell Shares
You can sell (redeem) some or all of your shares on any regular business
day. Your shares will be sold at the next net asset value calculated after your
order is received in proper form (which means that it must comply with the
procedures described below) and is accepted by the Transfer Agent. The Fund lets
you sell your shares by writing a letter, by using the Fund's checkwriting
privilege or by telephone. You can also set up Automatic Withdrawal Plans to
redeem shares on a regular basis. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special situation,
such as due to the death of the owner or from a retirement plan account, please
call the Transfer Agent first, at 1-800-525-7048, for assistance.
|X| Certain Requests Require a Signature Guarantee. To protect you and the
Fund from fraud, the following redemption requests must be in writing and must
include a signature guarantee (although there may be other situations that also
require a signature guarantee):
|_| You wish to redeem $50,000 or more and receive a check |_| The
redemption check is not payable to all shareholders listed on
the account statement
|_| The redemption check is not sent to the address of record on your
account statement
|_| Shares are being transferred to a Fund account with a different
owner or name
|_| Shares are being redeemed by someone (such as an Executor) other
than the owners
|X| Where Can I Have My Signature Guaranteed? The Transfer Agent
will accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or savings
association, or by a foreign bank that has a U.S. correspondent bank, or by a
U.S. registered dealer or broker in securities, municipal securities or
government securities, or by a U.S. national securities exchange, a
registered securities association or a clearing agency. If you are signing
on behalf of a corporation, partnership or other business or as a fiduciary,
you must also include your title in the signature.
|X| Retirement Plan Accounts. There are special procedures to sell shares
in an OppenheimerFunds retirement plan account. Call the Transfer Agent for a
distribution request form. Special income tax withholding requirements apply to
distributions from retirement plans. You must submit a withholding form with
your redemption request to avoid delay in getting your money and if you do not
want tax withheld. If your employer holds your retirement plan account for you
in the name of the plan, you must ask the plan trustee or administrator to
request the sale of the Fund shares in your plan account.
|X| Sending Redemption Proceeds by Wire. While the Fund normally sends
your money by check, you can arrange to have the proceeds of the shares you sell
sent by Federal Funds wire to a bank account you designate. It must be a
commercial bank that is a member of the Federal Reserve wire system. The minimum
redemption you can have sent by wire is $2,500. There is a $10 fee for each
wire. To find out how to set up this feature on your account or to arrange a
wire, call the Transfer Agent at 1-800-852-8457.
How Do I Sell Shares by Mail? Write a "letter of instructions" that includes:
|_| Your name
|_| The Fund's name
|_| Your Fund account number (from your account statement)
|_| The dollar amount or number of shares to be redeemed
|_| Any special payment instructions
|_| Any share certificates for the shares you are selling
|_| The signatures of all registered owners exactly as the account is
registered, and
|_| Any special documents requested by the Transfer Agent to assure proper
authorization of the person asking to sell the shares.
- ------------------------------------------------------------------------------
Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270, Denver, Colorado 80217-5270
- ------------------------------------------------------------------------------
Send courier or express mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
- ------------------------------------------------------------------------------
How Do I Sell Shares by Telephone? You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price on a
regular business day, the Transfer Agent must receive your call by the close of
The New York Stock Exchange that day, which is normally 4:00 P.M., but may be
earlier on some days. You may not redeem shares held in an OppenheimerFunds
retirement plan account or under a share certificate by telephone.
|_| To redeem shares through a service representative, call
1-800-852-8457
|_| To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address on the
account statement, or, if you have linked your Fund account to your bank account
on AccountLink, you may have the proceeds sent to that bank account.
Are There Limits on Amounts Redeemed by Telephone?
|X| Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed by
telephone in any 7-day period. The check must be payable to all owners of record
of the shares and must be sent to the address on the account statement. This
service is not available within 30 days of changing the address on an account.
|X| Telephone Redemptions Through AccountLink. There are no dollar limits
on telephone redemption proceeds sent to a bank account designated when you
establish AccountLink. Normally the ACH transfer to your bank is initiated on
the business day after the redemption. You do not receive dividends on the
proceeds of the shares you redeemed while they are waiting to be transferred.
How Do I Write Checks Against My Account? To write checks against your Fund
account, request that privilege on your account Application, or contact the
Transfer Agent for signature cards. They must be signed (with a signature
guarantee) by all owners of the account and returned to the Transfer Agent so
that checks can be sent to you to use. Shareholders with joint accounts can
elect in writing to have checks paid over the signature of one owner. If you
previously signed a signature card to establish checkwriting in another
Oppenheimer fund, simply call 1-800-525-7048 to request checkwriting for an
account in this Fund with the same registration as the other account.
|_| Checks can be written to the order of whomever you wish, but may not
be cashed at the Fund's bank or Custodian.
|_| Checkwriting privileges are not available for accounts holding shares
that are subject to a contingent deferred sales charge.
|_| Checks must be written for at least $100.
|_| Checks cannot be paid if they are written for more than your account
value.
|_| You may not write a check that would require the Fund to redeem shares
that were purchased by check or Asset Builder Plan payments within the prior 10
days.
|_| Don't use your checks if you changed your Fund account number, until
you receive new checks.
Can I Sell Shares Through My Dealer? The Distributor has made arrangements to
repurchase Fund shares from dealers and brokers on behalf of their customers.
Brokers or dealers may charge for that service. If your shares are held in the
name of your dealer, you must redeem them through your dealer.
Will I Pay a Sales Charge When I Sell My Shares? The Fund does not charge a
fee when you redeem shares of this Fund that you bought directly or by
reinvesting dividends or distributions from this Fund or another Oppenheimer
fund. Generally, you will not pay a fee when you redeem shares of this Fund
you bought by exchange of shares of another Oppenheimer fund. However,
|_| if you bought shares of this Fund by exchanging Class A shares of
another Oppenheimer fund that you bought subject to the Class A contingent
deferred sales charge, and
|_| those shares are still subject to the Class A contingent deferred
sales charge when you exchange them into this Fund, then
|_| you will pay the contingent deferred sales charge if you redeem those
shares from this Fund within 18 months of the purchase date of the shares of the
Fund you exchanged.
How to Exchange Shares
Shares of the Fund may be exchanged for Class A shares of certain Oppenheimer
funds. To exchange shares, you must meet several conditions:
|_| Shares of the fund selected for exchange must be available for sale in
your state of residence.
|_| The prospectuses of this Fund and the fund whose shares you want to buy
must offer the exchange privilege.
|_| You must hold the shares you buy when you establish your account for at
least 7 days before you can exchange them. After the account is open 7 days, you
can exchange shares every regular business day.
|_| You must meet the minimum purchase requirements for the fund you
purchase by exchange.
|_| Before exchanging into a fund, you should obtain and read its
prospectus.
Shares of a particular class of an Oppenheimer fund may be exchanged only
for shares of the same class in other Oppenheimer funds. For example, you can
exchange shares of this Fund only for Class A shares of another fund, and you
can exchange only Class A shares of another Oppenheimer fund for shares of this
Fund.
You may pay a sales charge when you exchange shares of this Fund. Because
shares of this Fund are sold without sales charge, in some cases you may pay a
sales charge when you exchange shares of this Fund for shares of other
Oppenheimer funds that are sold subject to a sales charge. You will not pay a
sales charge when you exchange shares of this Fund purchased by reinvesting
dividends or distributions from this Fund or other Oppenheimer funds (except
Oppenheimer Cash Reserves), or shares of this Fund purchased by exchange of
shares on which you paid a sales charge.
For tax purposes, exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result in
a capital gain or loss. Since shares of this Fund normally maintain a $1.00 net
asset value, in most cases you should not realize a capital gain or loss when
you sell or exchange your shares.
How Do I Submit Exchange Requests? Exchanges may be requested in writing or
by telephone:
|_| Written Exchange Requests. Submit an OppenheimerFunds Exchange Request
form, signed by all owners of the account. Send it to the
Transfer Agent at the address on the Back Cover.
|_| Telephone Exchange Requests. Telephone exchange requests may be made
either by calling a service representative at 1-800-852-8457, or by using
PhoneLink for automated exchanges by calling 1-800-533-3310. Telephone exchanges
may be made only between accounts that are registered with the same name(s) and
address. Shares held under certificates may not be exchanged by telephone.
You can find a list of Oppenheimer funds currently available for exchanges
in the Statement of Additional Information or obtain one by calling a service
representative at 1-800-525-7048. That list can change from time to time.
Are There Limitations on Exchanges? There are certain exchange policies you
should be aware of:
|_| Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that conforms to the policies
described above. It must be received by the close of The New York Stock Exchange
that day, which is normally 4:00 P.M. but may be earlier on some days. However,
either fund may delay the purchase of shares of the fund you are exchanging into
up to seven days if it determines it would be disadvantaged by a same-day
exchange. For example, the receipt of the multiple exchange requests form a
"market timer" might require a fund to sell securities at a disadvantageous time
and/or price.
|_| Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request that it
believes will disadvantage it, or to refuse multiple exchange requests submitted
by a shareholder or dealer.
|_| The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund will attempt to provide you notice whenever it is
reasonably able to do so, it may impose these changes at any time.
|_| If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for exchange will
be exchanged.
Shareholder Account Rules and Policies
|X| The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be suspended
by the Board of Directors at any time the Board believes it is in the Fund's
best interest to do so.
|X| Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any time. If
an account has more than one owner, the Fund and the Transfer Agent may rely on
the instructions of any one owner. Telephone privileges apply to each owner of
the account and the dealer representative of record for the account unless the
Transfer Agent receives cancellation instructions from an owner of the account.
|X|The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the Fund will
not be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.
|X|Redemption or transfer requests will not be honored until the Transfer
Agent receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements for
redemptions stated in this Prospectus.
|X| Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing Corporation
are responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of the
Fund if the dealer performs any transaction erroneously or improperly.
|X| Payment for redeemed shares ordinarily is made in cash. It is forwarded
by check or through AccountLink or by Federal Funds wire (as elected by the
shareholder) within seven days after the Transfer Agent receives redemption
instructions in proper form. However, under unusual circumstances determined by
the Securities and Exchange Commission, payment may be delayed or suspended. For
accounts registered in the name of a broker-dealer, payment will normally be
forwarded within three business days after redemption.
|X| The Transfer Agent may delay forwarding a check or processing a payment
via AccountLink or Federal Funds wire for recently purchased shares, but only
until the purchase payment has cleared. That delay may be as much as 10 days
from the date the shares were purchased. That delay may be avoided if you
purchase shares by Federal Funds wire or certified check, or arrange with your
bank to provide telephone or written assurance to the Transfer Agent that your
purchase payment has cleared.
|X| "Backup Withholding" of Federal income tax may be applied against
taxable dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security or
Employer Identification Number when you sign your application, or if you
under-report your income to the Internal Revenue Service.
|X| To avoid sending duplicate copies of materials to households, the Fund
will mail only one copy of each annual and semi-annual report to shareholders
having the same last name and address on the Fund's records. However, each
shareholder may call the Transfer Agent at 1-800-525-7048 to ask that copies of
those materials be sent personally to that shareholder.
Dividends and Tax Information
Dividends. The Fund intends to declare dividends from net investment income each
regular business day and to pay those dividends to shareholders monthly on a
date selected by the Board of Directors. To maintain a net asset value of $1.00
per share, the Fund might withhold dividends or make distributions from capital
or capital gains. Daily dividends will not be declared or paid on newly
purchased shares until Federal Funds are available to the Fund from the purchase
payment for such shares.
Capital Gains. The Fund normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Fund does not seek capital
gains, it could realize capital gains on the sale of portfolio securities. If it
does, it may make distributions out of any net short-term or long-term capital
gains in December of each year. The Fund may make supplemental distributions of
dividends and capital gains following the end of its fiscal year.
What Choices Do I Have for Receiving Distributions? When you open your account,
specify on your application how you want to receive your dividends and
distributions. You have four options:
|X|Reinvest All Distributions in the Fund. You can elect to reinvest all
dividends and long-term capital gains distributions in additional shares of the
Fund.
|X|Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains distributions in the Fund while receiving dividends by
check or having them sent to your bank account through AccountLink.
|X|Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them sent
to your bank through AccountLink.
|X| Reinvest Your Distributions in Another OppenheimerFunds Account. You
can reinvest all distributions in the same class of shares of
another Oppenheimer fund account you have established.
Taxes. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Dividends paid from net investment income and short-term capital gains are
taxable as ordinary income. Long-term capital gains are taxable as long-term
capital gains when distributed to shareholders, and may be taxable at different
rates depending on how long the Fund holds the asset. It does not matter how
long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.
Every year the Fund will send you and the IRS a statement showing the
amount of each taxable distribution you received in the previous year. Any
long-term capital gains distributions will be separately identified in the tax
information the Fund sends you after the end of the calendar year.
|X| Remember There May be Taxes on Transactions. Because the Fund seeks to
maintain a stable $1.00 per share net asset value, it is unlikely that you will
have a capital gain or loss when you sell or exchange your shares. A capital
gain or loss is the difference between the price you paid for the shares and the
price you received when you sold them. Any capital gain is subject to capital
gains tax.
|X| Returns of Capital Can Occur. In certain cases, distributions made by
the Fund may be considered a non-taxable return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders.
This information is only a summary of certain federal tax information
about your investment. You should consult with your tax adviser about the effect
of an investment in the Fund on your particular tax situation.
<PAGE>
Financial Highlights
The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past fiscal 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned [or lost] on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors, whose report, along with the Fund's financial statements, is included
in the Statement of Additional Information, which is available on request.
<PAGE> FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, YEAR ENDED DECEMBER 31,
1998 1997 1996(1) 1995 1994 1993
====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income and net
realized gain .05 .05 .03 .05 .04 .03
Dividends and distributions to
shareholders (.05) (.05) (.03) (.05) (.04) (.03)
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======== ======== ======== ======== ======== ========
====================================================================================================================
TOTAL RETURN(2) 5.03% 4.83% 2.80% 5.40% 3.76% 2.71%
====================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $1,195 $1,014 $1,102 $818 $929 $611
- --------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $1,114 $1,011 $ 901 $855 $804 $653
- --------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.89% 4.73% 4.68%(3) 5.19% 3.79% 2.65%
Expenses 0.87% 0.87% 0.84%(3) 0.90% 0.82% 0.87%
</TABLE>
1. For the seven months ended July 31, 1996. The Fund changed its fiscal year
end from December 31 to July 31.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total returns reflect changes
in net investment income only.
3. Annualized.
2
<PAGE>
-38-
Oppenheimer Money Market Fund, Inc.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
For More Information:
The following additional information about the Fund is available without charge
upon request:
Statement of Additional Information
This document includes additional information about the Fund's investment
policies, risks, and operations. It is incorporated by reference into this
Prospectus (which means it is legally part of this Prospectus).
Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is available
in the Fund's Annual and Semi-Annual Reports to shareholders. The Annual Report
includes a discussion of market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, and other information about the Fund or your account:
By Telephone:
Call OppenheimerFunds Services toll-free:
1-800-525-7048
By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
On the Internet:
You can read or down-load documents on the OppenheimerFunds web site:
http://www.oppenheimerfunds.com
You can also obtain copies of the Statement of Additional Information and other
Fund documents and reports by visiting the SEC's Public Reference Room in
Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's Internet web site at
http://www.sec.gov. Copies may be obtained upon payment of a duplicating fee by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-6009.
No one has been authorized to provide any information about the Fund or to make
any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.
The Fund's shares are distributed by:
(logo)OppenheimerFunds Distributor, Inc.
SEC File No. 811-2454
PR0200.001.1198 Printed on recycled paper
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER MONEY MARKET FUND, INC.
Graphic material included in Prospectus of Oppenheimer Money Market
Fund, Inc.: "Annual Total Returns (Class A) (% as of 12/31 each year)."
A bar chart will be included in the Prospectus of Oppenheimer Money Market
Fund, Inc. (the "Fund") depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund for each of the ten most recent
calendar years without deducting sales charges. Set forth below are the relevant
data points that will appear on the bar chart.
Calendar Oppenheimer
Year Money Market Fund, Inc.
Ended Class A Shares
12/31/88 7.14%
12/31/89 8.88%
12/31/90 7.99%
12/31/91 5.87%
12/31/92 3.47%
12/31/93 2.71%
12/31/94 3.76%
12/31/95 5.40%
12/31/96 4.78%
12/31/97 4.94%
<PAGE>
- ------------------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
- ------------------------------------------------------------------------------
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
Statement of Additional Information dated November 27, 1998
This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated November 27, 1998. It should be read
together with the Prospectus, which may be obtained by writing to the Fund's
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217, by calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet web site at
www.oppenheimerfunds.com.
Contents
Page
About the Fund
Additional Information about the Fund's Investment Policies and Risks........2
The Fund's Investment Policies..........................................2
Other Investment Strategies.............................................6
Investment Restrictions.................................................8
How the Fund is Managed.....................................................10
Organization and History...............................................10
Directors and Officers of the Fund.....................................10
The Manager............................................................16
Performance of the Fund.....................................................18
About Your Account
How To Buy Shares...........................................................21
How To Sell Shares..........................................................23
How To Exchange Shares......................................................27
Dividends and Taxes.........................................................29
Additional Information About the Fund.......................................30
Financial Information About the Fund
Independent Auditors' Report................................................31
Financial Statements........................................................32
Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1
<PAGE>
- ------------------------------------------------------------------------------
ABOUT THE FUND
- ------------------------------------------------------------------------------
Additional Information About the Fund's Investment Policies and Risks
The investment objective and the principal investment policies of the Fund
are described in the Prospectus. This Statement of Additional Information
contains supplemental information about those policies and the types of
securities that the Fund's investment Manager, OppenheimerFunds, Inc. will
select for the Fund. Additional explanations are also provided about the
strategies the Fund may use to try to achieve its objective.
The Fund's Investment Policies. The Fund's objective is to seek the maximum
current income that is consistent with stability of principal. The Fund will not
make investments with the objective of seeking capital growth. However, the
value of the securities held by the Fund may be affected by changes in general
interest rates. Because the current value of debt securities varies inversely
with changes in prevailing interest rates, if interest rates increase after a
security is purchased, that security would normally decline in value.
Conversely, if interest rates decrease after a security is purchased, its value
would rise. However, those fluctuations in value will not generally result in
realized gains or losses to the Fund since the Fund does not usually intend to
dispose of securities prior to their maturity. A debt security held to maturity
is redeemable by its issuer at full principal value plus accrued interest.
The Fund may sell securities prior to their maturity, to attempt to take
advantage of short-term market variations, or because of a revised credit
evaluation of the issuer or other considerations. The Fund may also do so to
generate cash to satisfy redemptions of Fund shares. In such cases, the Fund may
realize a capital gain or loss on the security.
|X| Ratings of Securities -- Portfolio Quality, Maturity and
Diversification. Under Rule 2a-7 of the Investment Company Act, the Fund uses
the amortized cost method to value its portfolio securities to determine the
Fund's net asset value per share. Rule 2a-7 places restrictions on a money
market fund's investments. Under that Rule, the Fund may purchase only those
securities that the Manager, under Board-approved procedures, has determined
have minimal credit risks and are "Eligible Securities." The rating restrictions
described in the Prospectus and this Statement of Additional Information do not
apply to banks in which the Fund's cash is kept.
An "Eligible Security" is one that has been rated in one of the two
highest short-term rating categories by any two "nationally-recognized
statistical rating organizations." That term is defined in Rule 2a-7 and they
are referred to as "Rating Organizations" in this Statement of Additional
Information. If only one Rating Organization has rated that security, it must
have been rated in one of the two highest rating categories by that Rating
Organization. An unrated security that is judged by the Manager to be of
comparable quality to Eligible Securities rated by Rating Organizations may also
be an "Eligible Security."
Rule 2a-7 permits the Fund to purchase any number of "First Tier
Securities." These are Eligible Securities that have been rated in the highest
rating category for short-term debt obligations by at least two Rating
Organizations. If only one Rating Organization has rated a particular security,
it must have been rated in the highest rating category by that Rating
Organization. Comparable unrated securities may also be First Tier Securities.
Under Rule 2a-7, the Fund may invest only up to 5% of its total assets in
"Second Tier Securities." Those are Eligible Securities that are not "First Tier
Securities." In addition, the Fund may not invest more than:
|_| 5% of its total assets in the securities of any one issuer (other than
the U.S. Government, its agencies or instrumentalities) or |_| 1% of its
total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer.
Under Rule 2a-7, the Fund must maintain a dollar-weighted average
portfolio maturity of not more than 90 days, and the maturity of any single
portfolio investment may not exceed 397 days. The Board regularly reviews
reports from the Manager to show the Manager's compliance with the Fund's
procedures and with the Rule.
If a security's rating is downgraded, the Manager and/or the Board may
have to reassess the security's credit risk. If a security has ceased to be a
First Tier Security, the Manager will promptly reassess whether the security
continues to present minimal credit risk. If the Manager becomes aware that any
Rating Organization has downgraded its rating of a Second Tier Security or rated
an unrated security below its second highest rating category, the Fund's Board
of Directors shall promptly reassess whether the security presents minimal
credit risk and whether it is in the best interests of the Fund to dispose of
it. If the Fund disposes of the security within five days of the Manager
learning of the downgrade, the Manager will provide the Board with subsequent
notice of such downgrade. If a security is in default, or ceases to be an
Eligible Security, or is determined no longer to present minimal credit risks,
the Board must determine whether it would be in the best interests of the Fund
to dispose of the security.
The Rating Organizations currently designated as nationally-recognized
statistical rating organizations by the Securities and Exchange Commission are
Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch IBCA ,
Inc., Duff and Phelps, Inc., and Thomson BankWatch, Inc. Appendix A to this
Statement of Additional Information contains descriptions of the rating
categories of those Rating Organizations. Ratings at the time of purchase will
determine whether securities may be acquired under the restrictions described
above.
|X|U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities). All Treasury securities are backed by the full
faith and credit of the United States.
U.S. Government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration, the Tennessee Valley Authority and the District
of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States. Some, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported
only by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United States, the
purchaser must look principally to the agency issuing the obligation for
repayment and may not be able to assert a claim against the United States if the
issuing agency or instrumentality does not meet its commitment.
Among the U.S. Government Securities that may be purchased by the Fund are
"mortgage-backed securities" of Fannie Mae, Government National Mortgage
Association ("Ginnie Mae") and Freddie Mac. Timely payment of principal and
interest on Ginnie Mae pass-throughs is guaranteed by the full faith and credit
of the United States. These mortgage-backed securities include "pass-through"
securities and "participation certificates." Both types of securities are
similar, in that they represent pools of mortgages that are assembled by a
vendor who sells interests in the pool. Payments of principal and interest by
individual mortgagors are "passed through" to the holders of the interests in
the pool. Another type of mortgage-backed security is the "collateralized
mortgage obligation." It is similar to a conventional bond and is secured by
groups of individual mortgages.
|X| Time Deposits and Other Bank Obligations. The types of "banks" whose
securities the Fund may buy include commercial banks, savings banks, and savings
and loan associations, which may or may not be members of the Federal Deposit
Insurance Corporation. The Fund may also buy securities of "foreign banks" that
are:
|_| foreign branches of U.S. banks ( which may be issuers of "Eurodollar"
money market instruments),
|_| U.S. branches and agencies of foreign banks (which may be issuers of
"Yankee dollar" instruments), or
|_| foreign branches of foreign banks.
The Fund may invest in fixed time deposits. These are non-negotiable
deposits in a bank for a specified period of time at a stated interest rate.
They may or may not be subject to withdrawal penalties. However, the Fund's
investments in time deposits that are subject to penalties (other than time
deposits maturing in less than 7 days) are subject to the 10% investment
limitation for investing in illiquid securities, set forth in "Illiquid and
Restricted Securities" in the Prospectus.
|X| Insured Bank Obligations. The Federal Deposit Insurance Corporation
insures the deposits of banks and savings and loan associations up to $100,000
per investor. Within the limits set forth in the Prospectus, the Fund may
purchase bank obligations that are fully insured as to principal by the FDIC. To
remain fully insured as to principal, these investments must currently be
limited to $100,000 per bank. If the principal amount and accrued interest
together exceed $100,000, then the accrued interest in excess of that $100,000
will not be insured.
|X| Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth in the
Prospectus as to investments in illiquid securities. Participation agreements
provide an undivided interest in a loan made by the bank issuing the
participation interest in the proportion that the buyer's investment bears to
the total principal amount of the loan. Under this type of arrangement, the
issuing bank may have no obligation to the buyer other than to pay principal and
interest on the loan if and when received by the bank. Thus, the Fund must look
to the creditworthiness of the borrower, which is obligated to make payments of
principal and interest on the loan. If the borrower fails to pay scheduled
principal or interest payments, the Fund may experience a reduction in income.
|X| Asset-Backed Securities. These securities, issued by trusts and
special purpose corporations, are backed by pools of assets, primarily
automobile and credit-card receivables and home equity loans. They pass through
the payments on the underlying obligations to the security holders (less
servicing fees paid to the originator or fees for any credit enhancement). The
value of an asset-backed security is affected by changes in the market's
perception of the asset backing the security, the creditworthiness of the
servicing agent for the loan pool, the originator of the loans, or the financial
institution providing any credit enhancement.
Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by the Fund has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment.
The risks of investing in asset-backed securities are ultimately dependent
upon payment of consumer loans by the individual borrowers. As a purchaser of an
asset-backed security, the Fund would generally have no recourse to the entity
that originated the loans in the event of default by a borrower. The underlying
loans are subject to prepayments, which shorten the weighted average life of
asset-backed securities and may lower their return, in the same manner as for
prepayments of a pool of mortgage loans underlying mortgage-backed securities.
However, asset-backed securities do not have the benefit of the same security
interest in the underlying collateral as do mortgage-backed securities.
|X| Repurchase Agreements. In a repurchase transaction, the Fund acquires
a security from, and simultaneously resells it to, an approved vendor for
delivery on an agreed-upon future date. The resale price exceeds the purchase
price by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. An "approved vendor"
may be a U.S. commercial bank, the U.S. branch of a foreign bank, or a
broker-dealer which has been designated a primary dealer in government
securities. These entities must meet the credit requirements set forth by the
Fund's Board of Directors from time to time.
The majority of these transactions run from day to day, and delivery
pursuant to the resale typically will occur within one to five days of the
purchase. The Fund will not enter into a repurchase agreement that will cause
more than 10% of its net assets to be subject to repurchase agreements maturing
in more than seven days.
Repurchase agreements are considered "loans" under the Investment Company
Act, collateralized by the underlying security. The Fund's repurchase agreements
require that at all times while the repurchase agreement is in effect, the
collateral's value must equal or exceed the repurchase price to fully
collateralize the repayment obligation. Additionally, the Manager will impose
creditworthiness requirements to confirm that the vendor is financially sound
and will continuously monitor the collateral's value. However, if the vendor
fails to pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay in
its ability to do so.
Other Investment Strategies
|X| Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as a
bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on
commercial paper or bank certificates of deposit, or some other standard. The
rate on the investment is adjusted automatically each time the market rate is
adjusted. The interest rate on a variable rate obligation is also based on a
stated prevailing market rate but is adjusted automatically at a specified
interval of not less than one year. Some variable rate or floating rate
obligations in which the Fund may invest have a demand feature entitling the
holder to demand payment of an amount approximately equal to the amortized cost
of the instrument or the principal amount of the instrument plus accrued
interest at any time, or at specified intervals not exceeding one year. These
notes may or may not be backed by bank letters of credit.
Variable rate demand notes may include master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts in a note. The
amount may change daily without penalty, pursuant to direct arrangements between
the Fund, as the note purchaser, and the issuer of the note. The interest rates
on these notes fluctuate from time to time. The issuer of this type of
obligation normally has a corresponding right in its discretion, after a given
period, to prepay the outstanding principal amount of the obligation plus
accrued interest. The issuer must give a specified number of days' notice to the
holders of those obligations. Generally, the changes in the interest rate on
those securities reduce the fluctuation in their market value. As interest rates
decrease or increase, the potential for capital appreciation or depreciation is
less than that for fixed-rate obligations having the same maturity.
Because these types of obligations are direct lending arrangements between
the note purchaser and issuer of the note, these instruments generally will not
be traded. Generally, there is no established secondary market for these types
of obligations, although they are redeemable from the issuer at face value.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem them is dependent
on the ability of the note issuer to pay principal and interest on demand. These
types of obligations usually are not rated by credit rating agencies. The Fund
may invest in obligations that are not rated only if the Manager determines at
the time of investment that the obligations are of comparable quality to the
other obligations in which the Fund may invest. The Manager, on behalf of the
Fund, will monitor the creditworthiness of the issuers of the floating and
variable rate obligations in the Fund's portfolio on an ongoing basis.
|X| Loans of Portfolio Securities. To attempt to increase its income, the
Fund may lend its portfolio securities to brokers, dealers and other financial
institutions. These loans are limited to not more than 10% of the value of the
Fund's total assets and are subject to other conditions described below. There
are some risks in lending securities. The Fund could experience a delay in
receiving additional collateral to secure a loan, or a delay in recovering the
loaned securities. The Fund presently does not intend to lend its securities,
but if it does, the value of securities loaned is not expected to exceed 5% of
the value of the Fund's total assets.
The Fund may receive collateral for a loan. Under current applicable
regulatory requirements (which are subject to change), on each business day the
loan collateral must be at least equal to the market value of the loaned
securities. The collateral must consist of cash, bank letters of credit, U.S.
Government securities or other cash equivalents in which the Fund is permitted
to invest. To be acceptable as collateral, letters of credit must obligate a
bank to pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives from the borrower an amount
equal to the interest paid or the dividends declared on the loaned securities
during the term of the loan. It may also receive negotiated loan fees and the
interest on the collateral securities, less any finders', custodian,
administrative or other fees the Fund pays in connection with the loan. The Fund
may share the interest it receives on the collateral securities with the
borrower as long as it realizes at least a minimum amount of interest required
by the lending guidelines established by its Board of Directors.
The Fund will not lend its portfolio securities to any officer, Director,
employee or affiliate of the Fund or its Manager. The terms of the Fund's loans
must meet certain tests under the Internal Revenue Code and permit the Fund to
reacquire loaned securities on five business days notice or in time to vote on
any important matter.
|X| Illiquid and Restricted Securities. Under the policies and procedures
established by the Fund's Board of Directors, the Manager determines the
liquidity of certain of the Fund's investments. Investments may be illiquid
because of the absence of an active trading market, making it difficult to value
them or dispose of them promptly at an acceptable price. A restricted security
is one that has a contractual restriction on its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933.
Illiquid securities the Fund can buy include issues that may be redeemed
only by the issuer upon more than seven days notice or at maturity, repurchase
agreements maturing in more than seven days, fixed time deposits subject to
withdrawal penalties which mature in more than seven days, and other securities
that cannot be sold freely due to legal or contractual restrictions on resale.
Contractual restrictions on the resale of illiquid securities might prevent or
delay their sale by the Fund at a time when such sale would be desirable.
There are restricted securities that are not illiquid that the Fund can
buy. They include certain master demand notes redeemable on demand, and
short-term corporate debt instruments that are not related to current
transactions of the issuer and therefore are not exempt from registration as
commercial paper. Illiquid securities include repurchase agreements maturing in
more than 7 days, or certain participation interests other than those with puts
exercisable within 7 days.
Investment Restrictions
|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be changed
only by the vote of a "majority" of the Fund's outstanding voting securities.
Under the Investment Company Act, a "majority" vote is defined as the vote of
the holders of the lesser of:
|_| 67% or more of the shares present or represented by proxy at a shareholder
meeting, if the holders of more than 50% of the outstanding shares are
present or represented by proxy, or
|_| more than 50% of the outstanding shares.
The Fund's investment objective is a fundamental policy. Other policies
described in the Prospectus or this Statement of Additional Information are
"fundamental" only if they are identified as such. The Fund's Board of Directors
can change non-fundamental policies without shareholder approval. However,
significant changes to investment policies will be described in supplements or
updates to the Prospectus or this Statement of Additional Information, as
appropriate. The Fund's most significant investment policies are described in
the Prospectus.
|X| Does the Fund Have Additional Fundamental Policies? The
following investment restrictions are fundamental policies of the Fund:
|_| The Fund cannot invest more than 5% of its total assets in securities
of any issuer (except the U.S. Government or its agencies or instrumentalities).
|_| The Fund cannot concentrate investments in any particular industry;
therefore the Fund will not purchase the securities of companies in any one
industry if more than 25% of the value of the Fund's total assets would consist
of securities of companies in that industry. Except for obligations of foreign
branches of domestic banks, or obligations issued or guaranteed by foreign
banks, the Fund's investments in U.S. government securities and bank obligations
described in the prospectus are not included in this limitation.
|_| The Fund cannot make loans, except through the purchase of the types
of debt securities described in the Prospectus or through repurchase agreements;
the Fund may also lend securities as described under "Loans of Portfolio
Securities" in this Statement of Additional Information.
|_| The Fund cannot borrow money in excess of 5% of the value of its total
assets. The Fund may borrow only as a temporary measure for extraordinary or
emergency purposes and no assets of the Fund may be pledged, mortgaged or
assigned to secure a debt.
|_| The Fund cannot invest more than 5% of the value of its total assets
in securities of companies that have operated less than three years, including
the operations of predecessors.
|_| The Fund cannot invest in commodities or commodity contracts or invest
in interests in oil, gas, or other mineral exploration or mineral development
programs.
|_|The Fund cannot invest in real estate. However, the Fund may purchase
commercial paper issued by companies which invest in real estate or interests in
real estate.
|_| The Fund cannot purchase securities on margin or make short sales of
securities.
|_|The Fund cannot invest in or hold securities of any issuer if those
officers and directors of the Fund or its advisor who beneficially own
individually more than 1/2 of 1% of the securities of such issuer together own
more than 5% of the securities of such issuer;
|_| The Fund cannot underwrite securities of other companies.
|_|The Fund cannot invest in securities of other investment companies.
The Fund currently has an operating policy (which is not a fundamental
policy but will not be changed without the approval of a shareholder vote) that
prohibits the Fund from issuing senior securities. However, that policy does not
prohibit certain activities that are permitted by the Fund's other policies,
including borrowing money for emergency purposes as permitted by its other
investment policies and applicable regulations.
Unless the Prospectus or this Statement of Additional Information states
that a percentage restriction applies on an ongoing basis, it applies only at
the time the Fund makes an investment. The Fund need not sell securities to meet
the percentage limits if the value of the investment increases in proportion to
the size of the Fund.
For purposes of the Fund's policy not to concentrate its investments in
securities of issuers, the Fund has adopted the industry classifications set
forth in Appendix B to this Statement of Additional Information. This is not a
fundamental policy.
How the Fund Is Managed
Organization and History. The Fund is a corporation organized in Maryland in
1973. The Fund is a diversified, open-end management investment company. The
Fund is governed by a Board of Directors, which is responsible for protecting
the interests of shareholders under Maryland law. The Directors meet
periodically throughout the year to oversee the Fund's activities, review its
performance, and review the actions of the Manager.
The Fund has a single class of shares of stock. While that class has no
designation, it is deemed to be the equivalent of Class A for the purposes of
the shareholder account policies that apply to Class A shares of the Oppenheimer
Funds. Shares of the Fund are freely transferable. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally on matters
submitted to a vote of shareholders. There are no preemptive or conversion
rights and shares participate equally in the assets of the Fund upon
liquidation.
|_| Meetings of Shareholders. As a Maryland corporation, the Fund is not
required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting is
called by the Directors or upon proper request of the shareholders.
The Directors will call a meeting of shareholders to vote on the removal
of a Director upon the written request of the record holders of 10% of its
outstanding shares. If the Directors receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Director, the Directors will then either make the
Fund's shareholder list available to the applicants or mail their communication
to all other shareholders at the applicants' expense. The shareholders making
the request must have been shareholders for at least six months and must hold
shares of the Fund valued at $25,000 or more or constituting at least 1% of the
Fund's outstanding shares, whichever is less, The Directors may take such other
action as is permitted under the Investment Company Act.
Directors and Officers of the Fund. The Fund's Directors and officers and their
principal occupations and business affiliations during the past five years are
listed below. Directors denoted with an asterisk (*) below are deemed to be
"interested persons" of the Fund under the Investment Company Act. All of the
Directors are trustees or directors of the following NewYork-based Oppenheimer
funds:
Oppenheimer California Municipal Fund
Oppenheimer International Small Company Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Discovery Fund Oppenheimer Multi-State Municipal Trust
Oppenheimer Enterprise Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Global Fund Oppenheimer Municipal Bond Fund
Oppenheimer Global Growth & Income Fund Oppenheimer New York Municipal Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Series Fund, Inc.
Oppenheimer Growth Fund Oppenheimer U.S. Government Trust and
Oppenheimer International Growth Fund Oppenheimer World Bond Fund
Ms. Macaskill and Messrs. Spiro, Bishop, Bowen, Donohue, Farrar and Zack,
who are officers of the Fund, respectively hold the same offices with the other
New York-based Oppenheimer funds as with the Fund. As of November 2, 1998, the
Directors and officers of the Fund as a group owned 3.7% of the outstanding
shares of the Fund. The foregoing statement does not reflect ownership of shares
held of record by an employee benefit plan for employees of the Manager, other
than the shares beneficially owned under that plan by the officers of the Fund
listed below. Ms. Macaskill and Mr. Donohue, are trustees of that plan.
Leon Levy, Chairman of the Board of Directors; Age 73
280 Park Avenue, New York, NY 10017
General Partner of Odyssey Partners, L.P. (investment partnership)(since
1982) and Chairman of Avatar Holdings, Inc. (real estate development).
Robert G. Galli, Director; Age 65
19750 Beach Road, Jupiter Island, FL 33469
A Trustee or Director of other Oppenheimer funds. Formerly he held the following
positions: Vice Chairman of the Manager, OppenheimerFunds, Inc.(October 1995 to
December 1997); Vice President and General Counsel of Oppenheimer Acquisition
Corp., the Manager's parent holding company (June 1990 to March 1994); Executive
Vice President (December 1977 to October 1995), General Counsel and a director
(December 1975 to October 1993) of the Manager; Executive Vice President and a
director (July 1978 to October 1993) and General Counsel of the Distributor,
OppenheimerFunds Distributor, Inc.; Executive Vice President and a director
(April 1986 to October 1995) of HarbourView Asset Management Corporation; Vice
President and a director (October 1988 to October 1993) of Centennial Asset
Management Corporation ( HarbourView and Centennial are investment adviser
subsidiaries of the Manager); and an officer of other Oppenheimer funds.
Benjamin Lipstein, Director; Age 75
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
Elizabeth B. Moynihan, Director; Age 69
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institution), the Institute of Fine Arts (New York University), and
the National Building Museum; a member of the Trustees Council, Preservation
League of New York State, and of the Indo-U.S. Sub-Commission on Education and
Culture.
Kenneth A. Randall, Director; Age 71
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and oil & gas producer), Texan
Cogeneration Company (cogeneration company), and Prime Retail, Inc. (real estate
investment trust); formerly President and Chief Executive Officer of The
Conference Board, Inc. (international economic and business research) and a
director of Lumbermens Mutual Casualty Company, American Motorists Insurance
Company and American Manufacturers Mutual Insurance Company.
Edward V. Regan, Director; Age 68
40 Park Avenue, New York, New York 10016
Chairman of Municipal Assistance Corporation for the City of New York; Senior
Fellow of Jerome Levy Economics Institute, Bard College; a member of the U.S.
Competitiveness Policy Council; a director of River Bank America (real estate
manager); Trustee, Financial Accounting Foundation (FASB and GASB); formerly New
York State Comptroller and trustee, New York State and Local Retirement Fund.
Russell S. Reynolds, Jr., Director; Age 66
8 Sound Shore Drive, Greenwich, Connecticut 06830
Founder Chairman of Russell Reynolds Associates, Inc. (executive recruiting);
Chairman of Directorship Inc. (corporate governance consulting); a director
of Professional Staff Limited (U.K); a trustee of Mystic Seaport Museum,
International House and Greenwich Historical Society.
Donald W. Spiro, Vice Chairman and Director*; Age 72
Two World Trade Center, 34th Floor, New York, NY 10048
Chairman Emeritus (since August 1991) and a director (since January 1969) of the
Manager; formerly Chairman of the Manager and the Distributor.
Pauline Trigere, Director; Age 86
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and sale of
women's fashions).
Clayton K. Yeutter, Director; Age 67
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel, Hogan & Hartson (a law firm); a director of B.A.T. Industries,
Ltd. (tobacco and financial services), Caterpillar, Inc. (machinery),
ConAgra, Inc. (food and agricultural products), Farmers Insurance Company
(insurance), FMC Corp. (chemicals and machinery) and Texas Instruments, Inc.
(electronics); formerly (in descending chronological order) Counsellor to the
President (Bush) for Domestic Policy, Chairman of the Republican National
Committee, Secretary of the U.S. Department of Agriculture, and U.S. Trade
Representative.
Bridget A. Macaskill, President; Age 50
Two World Trade Center, 34th Floor, New York, NY 10048
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView; Chairman and a director of Shareholder Services, Inc.
(since August 1994), and Shareholder Financial Services, Inc. (September 1995)
(both are transfer agent subsidiaries of the Manager); President (since
September 1995) and a director (since October 1990) of Oppenheimer Acquisition
Corp.; President (since September 1995) and a director (since November 1989) of
Oppenheimer Partnership Holdings, Inc., a holding company subsidiary of the
Manager; a director (since July 1996) of Oppenheimer Real Asset Management,
Inc., an investment advisory subsidiary of the Manager; President and a director
(since October 1997) of OppenheimerFunds International Ltd., an offshore fund
manager subsidiary of the Manager ("OFIL") and Oppenheimer Millennium Funds plc;
President and a director of other Oppenheimer funds; a director of Hillsdown
Holdings plc (a U.K. food company); formerly a director (until 1998) of NASDAQ
Stock Market, Inc. and an Executive Vice President of the Manager.
Carol E. Wolf, Vice President and Portfolio Manager; Age 46
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager and Centennial Asset Management Corporation; an
officer of other Oppenheimer funds.
Arthur J. Zimmer, Vice President and Portfolio Manager; Age 52
6803 South Tucson Way, Englewood, CO 80112
Senior Vice President of the Manager and Vice President of Centennial Asset
Management Corporation; an officer of other Oppenheimer funds.
Andrew J. Donohue, Secretary; Age 48
Two World Trade Center, 34th Floor, New York, NY 10048
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of the Distributor; Executive Vice President, General Counsel and
a director of HarbourView Asset Management Corp., Shareholder Services, Inc,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc.
(since (September 1995); President and a director of Centennial Asset Management
Corp.(since September 1995); President and a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); General Counsel (since May 1996) and
Secretary (since April 1997) of Oppenheimer Acquisition Corp.; Vice President
and a director of OppenheimerFunds International Ltd. and Oppenheimer Millennium
Funds plc (since October 1997); an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age 62
6803 South Tucson Way, Englewood, CO 80112
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of the Distributor; Vice President (since October 1989) and Treasurer (since
April 1986) of HarbourView Asset Management Corp.; Senior Vice President (since
February 1992), Treasurer (since July 1991) and a director (since December 1991)
of Centennial Asset Management Corp.; Vice President and Treasurer (since August
1978) and Secretary (since April 1981) of Shareholder Services, Inc.; Vice
President, Treasurer and Secretary of Shareholder Financial Services, Inc.
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
(since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc. (since
November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); an officer of other Oppenheimer funds;
formerly Treasurer (June 1990 - March 1998) of Oppenheimer Acquisition Corp.
Robert J. Bishop, Assistant Treasurer; Age 40
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Manager.
Scott T. Farrar, Assistant Treasurer; Age 33
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994-May 1996), and a Fund Controller for
the Manager.
Robert G. Zack, Assistant Secretary; Age 50
Two World Trade Center, 34th Floor, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager, Assistant Secretary of Shareholder Services, Inc.
(since May 1985), and Shareholder Financial Services, Inc. (since November
1989); Assistant Secretary of Oppenheimer Millennium Funds plc and
OppenheimerFunds International Ltd. (since October 1997); an officer of other
Oppenheimer funds.
|X| Remuneration of Directors. The officers of the Fund and a Director of
the Fund (Mr. Spiro) who are affiliated with the Manager receive no salary or
fee from the Fund. The remaining Directors of the Fund received the compensation
shown below. The compensation from the Fund was paid during its fiscal year
ended July 31, 1998. The compensation from all of the New York-based Oppenheimer
funds includes the Fund and is compensation received as a director, trustee or
member of a committee of the Board during the calendar year 1997.
<PAGE>
- ------------------------------------------------------------------------
Total
Retirement Compensation
Benefits from all
Aggregate Accrued New York-Based
Director's Compensation as Fund Oppenheimer
Name and Position from Fund Expenses Funds1 (20
Funds)
------------------------------------------------------------------------
Leon Levy $21,427 $12,898 $158,500
Chairman
------------------------------------------------------------------------
Robert G. Galli $2,877 None None
Study Committee
Member2
------------------------------------------------------------------------
Benjamin Lipstein $26,522 $19,150 $137,000
Study Committee
Chairman3 Audit
Committee Member
------------------------------------------------------------------------
Elizabeth B. Moynihan $5,193 None $96,500
Study Committee
Member
------------------------------------------------------------------------
Kenneth A. Randall $13,469 $8,706 $88,500
Audit Committee
Chairman
------------------------------------------------------------------------
Edward V. Regan $4,711 None $87,500
Proxy Committee
Chairman, Audit
Committee Member
------------------------------------------------------------------------
Russell S. $5,850 $2,325 $65,500
Reynolds, Jr.
Proxy Committee
Member
------------------------------------------------------------------------
Pauline Trigere $9,535 $6,388 $58,500
------------------------------------------------------------------------
Clayton K. Yeutter $3,5254 None $65,500
Proxy Committee
Member
------------------------------------------------------------------------
(1) For the 1997 calendar year.
(2) Reflects fees from 1/1/98 to 7/31/98.
(3) Committee position held during a portion of the period shown.
(4) Includes $504 deferred under Deferred Compensation Plan described below.
|X| Deferred Compensation Plan for Directors. The Board of Directors has
adopted a Deferred Compensation Plan for disinterested directors that enables
them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation deferred by
a Director is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Director.
The amount paid to the Director under this plan will be determined based upon
the performance of the selected funds.
Deferral of Directors' fees under this plan will not materially affect the
Fund's assets, liabilities or net income per share. This plan will not obligate
the Fund to retain the services of any Director or to pay any particular level
of compensation to any Director. Pursuant to an Order issued by the Securities
and Exchange Commission, the Fund may invest in the funds selected by the
Director under this plan without shareholder approval for the limited purpose of
determining the value of the Directors' deferred fee accounts.
|X| Retirement Plan for Directors. The Fund has adopted a retirement plan
that provides for payment to retired Directors. Payments are up to 80% of the
average compensation paid during a Director's five years of service in which the
highest compensation was received. A Director must serve as trustee or director
for any of the New York-based OppenheimerFunds for at least 15 years to be
eligible for the maximum payment. Each Director's retirement benefits will
depend on the amount of the Director's future compensation and length of
service. Therefore, the amount of those benefits cannot be determined at this
time, nor can we estimate the number of years of credited service that will be
used to determine those benefits.
|X| Major Shareholders. As of November 2, 1998, the only person who owned
of record or was known by the Fund to own beneficially 5% or more of the Fund's
outstanding shares was OppenheimerFunds Distributor, Inc. which owned
74,653,717,660 shares, which is 5.51% of the outstanding shares of the Fund for
its own account.
The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company. The
Manager and the Fund have a Code of Ethics. It is designed to detect and prevent
improper personal trading by certain employees, including portfolio managers,
that would compete with or take advantage of the Fund's portfolio transactions.
Compliance with the Code of Ethics is carefully monitored and strictly enforced
by the Manager.
The portfolio managers of the Fund are principally responsible for the
day-to-day management of the Fund's investment portfolio. Other members of the
Manager's fixed-income portfolio department, particularly security analysts,
traders and other portfolio managers, have broad experience with fixed-income
securities. They provide the Fund's portfolio managers with research and support
in managing the Fund's investments.
|X| The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and the Fund. The Manager selects securities for
the Fund's portfolio and handles its day-to-day business. The agreement requires
the Manager, at its expense, to provide the Fund with adequate office space,
facilities and equipment. It also requires the Manager to provide and supervise
the activities of all administrative and clerical personnel required to provide
effective administration for the Fund. Those responsibilities include the
compilation and maintenance of records with respect to its operations, the
preparation and filing of specified reports, and composition of proxy materials
and registration statements for continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under the investment
advisory agreement are paid by the Fund. The investment advisory agreement lists
examples of expenses paid by the Fund. The major categories relate to interest,
taxes, fees to disinterested Directors, legal and audit expenses, custodian and
transfer agent expenses, share issuance costs, certain printing and registration
costs and non-recurring expenses, including litigation costs. The management
fees paid by the Fund to the Manager are calculated at the rates described in
the Prospectus.
Under the investment advisory agreement, the Manager guarantees that the
total expenses of the Fund in any calendar year, exclusive of taxes, interest
and any brokerage fees, shall not exceed the lesser of (a) 1% of the average
annual net assets of the Fund, or (b) 25% of the total annual investment income
of the Fund. The Manager undertakes to pay or refund to the Fund any amount by
which such expenses shall exceed those limits. The payment of the management fee
at the end of any month will be reduced so that at no time will there be any
accrued but unpaid liability under this expense limitation.
-------------------------------------------------------------------------
Fiscal Year Management Fee Paid to OppenheimerFunds, Inc.
ending 7/31
-------------------------------------------------------------------------
1996 $2,296,019
(7 months)
-------------------------------------------------------------------------
1997 $4,413,500
-------------------------------------------------------------------------
1998 $4,829,036
-------------------------------------------------------------------------
The investment advisory agreement contains an indemnity of the Manager.
The Manager is not liable for any loss sustained by reason of the adoption of
any investment policy or the purchase, sale or retention of any security on its
recommendation, whether or not such recommendation shall have been based on its
own investigation and research or upon investigation and research by any other
individual, firm or corporation. That recommendation must have been made, and
such other individual, firm or corporation must have been selected, with due
care and in good faith. However, the Manager is not excused from liability for
its willful misfeasance, bad faith or gross negligence in the performance of its
duties, or its reckless disregard of its obligations and duties, under the
investment advisory agreement.
The investment advisory agreement permits the Manager to act as investment
advisor for any other person, firm or corporation and to use the name
"Oppenheimer" in connection with other investment companies for which it may act
as investment advisor or general distributor. If the Manager shall no longer act
as investment advisor to the Fund, the right of the Fund to use the name
"Oppenheimer" as part of its name may be withdrawn.
|X| The Distributor. Under its General Distributor's Agreement with the
Fund, OppenheimerFunds Distributor, Inc., a subsidiary of the Manager, acts as
the Fund's principal underwriter and Distributor in the continuous public
offering of the Fund's shares. The Distributor is not obligated to sell a
specific number of shares. The Distributor bears the expenses normally
attributable to sales, including advertising and the cost of printing and
mailing prospectuses, other than those furnished to existing shareholders.
Portfolio Transactions. Portfolio decisions are based upon recommendations and
judgment of the Manager subject to the overall authority of the Board of
Directors. Most purchases made by the Fund are principal transactions at net
prices, so the Fund incurs little or no brokerage costs. The Fund deals directly
with the selling or purchasing principal or market maker without incurring
charges for the services of a broker on its behalf unless the Manager determines
that a better price or execution may be obtained by using the services of a
broker. Purchases of portfolio securities from underwriters include a commission
or concession paid by the issuer to the underwriter, and purchases from dealers
include a spread between the bid and asked prices.
The Fund seeks to obtain prompt execution of orders at the most favorable
net price. If dealers are used for portfolio transactions, transactions may be
directed to dealers for their execution and research services. The research
services provided by a particular broker may be useful only to one or more of
the advisory accounts of the Manager and its affiliates. Investment research
received for the commissions of those other accounts may be useful both to the
Fund and one or more of such other accounts. Investment research services may be
supplied to the Manager by a third party at the instance of a broker through
which trades are placed. It may include information and analyses on particular
companies and industries as well as market or economic trends and portfolio
strategy, receipt of market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If a research
service also assists the Manager in a non-research capacity (such as bookkeeping
or other administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making process may
be paid in commission dollars.
The research services provided by brokers broaden the scope and supplement
the research activities of the Manager. That research provides additional views
and comparisons for consideration, and helps the Manager obtain market
information for the valuation of securities held in the Fund's portfolio or
being considered for purchase.
Subject to applicable rules covering the Manager's activities in this
area, sales of shares of the Fund and/or the other investment companies managed
by the Manager or distributed by the Distributor may also be considered as a
factor in the direction of transactions to dealers. That must be done in
conformity with the price, execution and other considerations and practices
discussed above. Those other investment companies may also give similar
consideration relating to the sale of the Fund's shares. No portfolio
transactions will be handled by any securities dealer affiliated with the
Manager.
The Fund's policy of investing in short-term debt securities with maturity
of less than one year results in high portfolio turnover and may increase the
Fund's transaction costs. However, since brokerage commissions, if any, are
small, high turnover does not have an appreciable adverse effect upon the income
of the Fund.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its performance. These terms include "yield," "compounded effective
yield" and "average annual total return." An explanation of how yields and total
returns are calculated is set forth below. The charts below show the Fund's
performance as of the Fund's most recent fiscal year end. You can obtain current
performance information by calling the Fund's Transfer Agent at 1-800-525-7948
or by visiting the OppenheimerFunds Internet web site at
http://www.oppenheimerfunds.com.
The Fund's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. If the fund shows total returns in addition to its yields, the
returns must be for the 1-, 5- and 10-year periods ending as of the most recent
calendar quarter prior to the publication of the advertisement (or its
submission for publication).
Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparisons with other
investments:
|_| Yields and total returns measure the performance of a hypothetical
account in the Fund over various periods and do not show the performance
of each shareholder's account. Your account's performance will vary from
the model performance data if your dividends are received in cash, or you
buy or sell shares during the period, or you bought your shares at a
different time than the shares used in the model.
|_| An investment in the Fund is not insured by the FDIC or any other
government agency.
|_| The Fund's yield is not fixed or guaranteed and will fluctuate.
|_| Yields and total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future yields or returns.
|_| Yields. The Fund's current yield is calculated for a seven-day period
of time as follows. First, a base period return is calculated for the seven-day
period by determining the net change in the value of a hypothetical pre-existing
account having one share at the beginning of the seven-day period. The change
includes dividends declared on the original share and dividends declared on any
shares purchased with dividends on that share, but such dividends are adjusted
to exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent.
The compounded effective yield for a seven-day period is calculated by
(1) adding 1 to the base period return (obtained as described above),
(2) raising the sum to a power equal to 365 divided by 7, and
(3) subtracting 1 from the result.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. The calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Fund's portfolio securities which may affect
dividends. Therefore, the return on dividends declared during a period may not
be the same on an annualized basis as the yield for that period.
|X| Total Return Information. There are different types of "total returns"
to measure the Fund's performance. Total return is the change in value of a
hypothetical investment in the Fund over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares
and that the investment is redeemed at the end of the period. The cumulative
total return measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Fund uses standardized calculations for its total
returns as prescribed by the SEC.
The methodology is discussed below.
|_| Average Annual Total Return. The "average annual total return" of each
class is an average annual compounded rate of return for each year in a
specified number of years. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below) held
for a number of years ("n") to achieve an Ending Redeemable Value ("ERV" in the
formula) of that investment, according to the following formula:
( ERV ) 1/n
(-----) -1 = Average Annual Total Return
( P )
|_| Cumulative Total Return. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as average
annual total return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:
ERV - P
------- = Total Return
P
- -------------------------------------------------------------------------
Yield Compounded Average Annual Total Returns (at 7/31/98)
(7 days Effective Yield
ended (7 days ended
7/31/98) 7/31/98)
-------------------------------------------------------------------------
1-Year 5 Years 10 Years
-------------------------------------------------------------------------
4.85% 4.96% 5.03% 4.60% 5.40%
-------------------------------------------------------------------------
|_| Other Performance Comparisons. Yield information may be useful to
investors in reviewing the Fund's performance. The Fund may make comparisons
between its yield and that of other investments, by citing various indices such
as The Bank Rate Monitor National Index (provided by Bank Rate MonitorJ) which
measures the average rate paid on bank money market accounts, NOW accounts and
certificates of deposits by the 100 largest banks and thrifts in the top ten
metro areas. When comparing the Fund's yield with that of other investments,
investors should understand that certain other investment alternatives such as
certificates of deposit, U.S. government securities, money market instruments or
bank accounts may provide fixed yields and may be insured or guaranteed.
From time to time, the Fund may include in its advertisements and sales
literature performance information about the Fund cited in other newspapers and
periodicals, such as The New York Times, which may include performance
quotations from other sources.
From time to time, the Fund's Manager may publish rankings or ratings of
the Manager (or the Transfer Agent) or the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of investor/shareholder
services by third parties may compare the services of the Oppenheimer funds to
those of other mutual fund families selected by the rating or ranking services.
They may be based on the opinions of the rating or ranking service itself, based
on its research or judgment, or based on surveys of investors, brokers,
shareholders or others.
ABOUT YOUR ACCOUNT
How to Buy Shares
AccountLink. When shares are purchased through AccountLink, each purchase must
be at least $25.00. Shares will be purchased on the regular business day the
Distributor is instructed to initiate the Automated Clearing House ("ACH")
transfer to buy shares. Dividends will begin to accrue on shares purchased by
the proceeds of ACH transfers on the business day the Fund receives Federal
Funds for the purchase through the ACH system before the close of The New York
Stock Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days. If Federal Funds are received on a business day after the close
of the Exchange, the shares will be purchased and dividends will begin to accrue
on the next regular business day. The proceeds of ACH transfers are normally
received by the Fund 3 days after the transfers are initiated. The Distributor
and the Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly
from a bank account, you must enclose a check (minimum $25) for the initial
purchase with your application. Shares purchased by Asset Builder Plan payments
from bank accounts are subject to the redemption restrictions for recent
purchases described in "How To Sell Shares" in the Prospectus. Asset Builder
Plans also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
Oppenheimer funds.
If you make payments from your bank account to purchase shares of the
Fund, your bank account will be automatically debited, normally four to five
business days prior to the investment dates selected in the Application. Neither
the Distributor, the Transfer Agent nor the Fund shall be responsible for any
delays in purchasing shares resulting from delays in ACH transmission.
There is a front-end sales charge on the purchase of certain Oppenheimer
funds. Before initiating Asset Builder payments, obtain a prospectus of the
selected fund(s) from the Distributor or your financial advisor and request an
Application from the Distributor or your financial advisor. Complete the
Application and return it. The amount of the Asset Builder investment may be
changed or the automatic investments may be terminated at any time by writing to
the Transfer Agent. The Transfer Agent requires a reasonable period
(approximately 15 days) after receipt of such instructions to implement them.
The Fund reserves the right to amend, suspend, or discontinue offering Asset
Builder plans at any time without prior notice.
|X| The Oppenheimer Funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the
sub-Distributor and include the following:
<PAGE>
A-38
Oppenheimer Bond Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer MidCap Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Limited Term New York Municipal Fund
Rochester Fund Municipals
<PAGE>
and the following money market funds:
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
Determination of Net Asset Value Per Share. The net asset value per share of the
Fund is determined as of the close of business of The New York Stock Exchange
(the "Exchange") on each day that the Exchange is open, by dividing the value of
the Fund's net assets by the total number of shares outstanding. The Exchange
normally closes at 4:00 P.M., New York time, but may close earlier on some days
(for example, in case of weather emergencies or on days falling before a
holiday). The Exchange's most recent annual announcement (which is subject to
change) states that it will close on New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. It may also close on other days.
The Fund's Board of Directors has established procedures for the valuation
of the Fund's securities, generally as follows:
|_| Long-term debt securities having a remaining maturity in excess of 60 days
are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
|_| The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's
Board of Directors or obtained by the Manager from two active market
makers in the security on the basis of reasonable inquiry:
(1) Debt instruments having a maturity of more than 397 days when
issued, and (2) non-money market type instruments having a maturity
of 397 days or less when issued, and have a remaining maturity of 60
days or less;
|_| Debt instruments held by a money market fund that have a maturity of 397
days or less shall be valued at cost, adjusted for amortization of
premiums and accretion of discounts; and
|_| Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined
under the Board's procedures.
If the Manager is unable to locate two market makers willing to give
quotes a security may be priced at the mean between the "bid" and "asked" prices
provided by a single active market maker (which in certain cases may be the
"bid" price if no "asked" price is available).
In the case of U.S. Government Securities and mortgage-backed securities,
where last sale information is not generally available, the Manager may use
pricing services approved by the Board of Directors. The pricing service may use
"matrix" comparisons to the prices for comparable instruments on the basis of
quality, yield, maturity and other special factors involved. The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of selected
securities.
How to Sell Shares
The information below supplements the terms and conditions for redeeming
shares set forth in the Prospectus.
Checkwriting. When a check is presented to the Bank for clearance, the Bank will
ask the Fund to redeem a sufficient number of full and fractional shares in the
shareholder's account to cover the amount of the check. This enables the
shareholder to continue receiving dividends on those shares until the check is
presented to the Fund. Checks may not be presented for payment at the offices of
the Bank or the Fund's Custodian. This limitation does not affect the use of
checks for the payment of bills or to obtain cash at other banks. The Fund
reserves the right to amend, suspend or discontinue offering checkwriting
privileges at any time without prior notice.
In choosing to take advantage of the Checkwriting privilege, by signing
the Account Application or by completing a Checkwriting card, each individual
who signs:
(1)for individual accounts, represents that they are the registered
owner(s) of the shares of the Fund in that account;
(2)for accounts for corporations, partnerships, trusts and other entities,
represents that they are an officer, general partner, trustee or other fiduciary
or agent, as applicable, duly authorized to act on behalf of the registered
owner(s);
(3) authorizes the Fund, its Transfer Agent and any bank through which the
Fund's drafts (checks) are payable to pay all checks drawn on the Fund account
of such person(s) and to redeem a sufficient amount of shares from that account
to cover payment of each check;
(4)specifically acknowledges that if they choose to permit checks to be
honored if there is a single signature on checks drawn against joint accounts,
or accounts for corporations, partnerships, trusts or other entities, the
signature of any one signatory on a check will be sufficient to authorize
payment of that check and redemption from the account, even if that account is
registered in the names of more than one person or more than one authorized
signature appears on the Checkwriting card or the Application, as applicable;
(5) understands that the Checkwriting privilege may be terminated or
amended at any time by the Fund and/or the Fund's bank; and
(6) acknowledges and agrees that neither the Fund nor its bank shall incur
any liability for that amendment or termination of checkwriting privileges or
for redeeming shares to pay checks reasonably believed by them to be genuine, or
for returning or not paying checks that have not been accepted for any reason.
Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of
redemptions proceeds may be delayed if the Fund's custodian bank is not open for
business on a day when the Fund would normally authorize the wire to be made,
which is usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next bank
business day on which the Fund is open for business. No dividends will be paid
on the proceeds of redeemed shares awaiting transfer by Federal Funds wire.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans or
pension or profit-sharing plans should be addressed to "Director,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed
in "How To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must
(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the distribution is
premature; and
(3) conform to the requirements of the plan and the Fund's other redemption
requirements.
Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Fund held in the name of the plan or its fiduciary may not directly request
redemption of their accounts. The plan administrator or fiduciary must sign the
request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents (available
from the Transfer Agent) must be completed and submitted to the Transfer Agent
before the distribution may be made. Distributions from retirement plans are
subject to withholding requirements under the Internal Revenue Code, and IRS
Form W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed. Unless
the shareholder has provided the Transfer Agent with a certified tax
identification number, the Internal Revenue Code requires that tax be withheld
from any distribution even if the shareholder elects not to have tax withheld.
The Fund, the Manager, the Distributor, and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the conditions of
applicable tax laws and will not be responsible for any tax penalties assessed
in connection with a distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers. The
Distributor is the Fund's agent to repurchase its shares from authorized dealers
or brokers on behalf of their customers. Shareholders should contact their
broker or dealer to arrange this type of redemption. The repurchase price per
share will be the net asset value next computed after the Distributor receives
the order placed by the dealer or broker. However, if the Distributor receives a
repurchase order from a dealer or broker after the close of The New York Stock
Exchange on a regular business day, it will be processed at that day's net asset
value if the order was received by the dealer or broker from its customers prior
to the time the Exchange closes. Normally the Exchange closes at 4:00 P.M.
Additionally, the order must have been transmitted to and received by the
Distributor prior to its close of business that day (normally 5:00 P.M.).
Ordinarily, for accounts redeemed by a broker-dealer under this procedure,
payment will be made within three business days after the shares have been
redeemed upon the Distributor's receipt of the required redemption documents in
proper form. The signature(s) of the registered owner(s) on the redemption
document must be guaranteed as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(having a value of at least $50) automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the shareholder for
receipt of the payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable to all
shareholders of record. Payments must also be sent to the address of record for
the account and the address must not have been changed within the prior 30 days.
Required minimum distributions from OppenheimerFunds-sponsored retirement plans
may not be arranged on this basis.
Payments are normally made by check, but shareholders having AccountLink
privileges may arrange to have Automatic Withdrawal Plan payments transferred to
the bank account designated on the Account Application or signature-guaranteed
instructions sent to the Transfer Agent. Shares are normally redeemed pursuant
to an Automatic Withdrawal Plan three business days before the payment
transmittal date you select in the Account Application. If a contingent deferred
sales charge applies to the redemption, the amount of the check or payment will
be reduced accordingly. The Fund cannot guarantee receipt of a payment on the
date requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice.
By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans as stated below.
These provisions may be amended from time to time by the Fund and/or the
Distributor. When adopted, any amendments will automatically apply to existing
Plans.
|X| Automatic Exchange Plans. Shareholders can authorize the Transfer Agent
to exchange a pre-determined amount of shares of the Fund for shares (of the
same class) of other Oppenheimer funds automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount
that may be exchanged to each other fund account is $25. Instructions should be
provided on the Account Application or signature-guaranteed instructions.
Exchanges made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and below
in this Statement of Additional Information.
|X| Automatic Withdrawal Plans. Fund shares will be redeemed as necessary
to meet withdrawal payments. Shares acquired without a sales charge will be
redeemed first. Shares acquired with reinvested dividends and capital gains
distributions will be redeemed next, followed by shares acquired with a sales
charge, to the extent necessary to make withdrawal payments. Depending upon the
amount withdrawn, the investor's principal may be depleted. Payments made under
withdrawal plans should not be considered as a yield or income on your
investment.
The Transfer Agent will administer the investor's Automatic Withdrawal
Plan as agent for the shareholder (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent. Neither the
Transfer Agent nor the Fund shall incur any liability to the Planholder for any
action taken or not taken by the Transfer Agent in good faith to administer the
Plan. Share certificates will not be issued for shares of the Fund purchased for
and held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Fund. Any share certificates
held by a Planholder may be surrendered unendorsed to the Transfer Agent with
the Plan application so that the shares represented by the certificate may be
held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the account
may be paid in cash or reinvested.
Shares will be redeemed to make withdrawal payments at the net asset value
per share determined on the redemption date. Checks or AccountLink payments of
the proceeds of Plan withdrawals will normally be transmitted three business
days prior to the date selected for receipt of the payment according to the
choice specified in writing by the Planholder. Receipt of payment on the date
selected cannot be guaranteed.
The amount and the interval of disbursement payments and the address to
which checks are to be mailed or AccountLink payments are to be sent may be
changed at any time by the Planholder by writing to the Transfer Agent. The
Planholder should allow at least two weeks' time in mailing such notification
for the requested change to be put in effect. The Planholder may, at any time,
instruct the Transfer Agent by written notice (in proper form in accordance with
the requirements of the then-current Prospectus of the Fund) to redeem all, or
any part of, the shares held under the Plan. In that case, the Transfer Agent
will redeem the number of shares requested at the net asset value per share in
effect in accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Planholder may terminate a Plan at any time by writing to the Transfer
Agent. The Fund may also give directions to the Transfer Agent to terminate a
Plan. The Transfer Agent will also terminate a Plan upon its receipt of evidence
satisfactory to it that the Planholder has died or is legally incapacitated.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that have
not been redeemed from the account will be held in uncertificated form in the
name of the Planholder. The account will continue as a dividend-reinvestment,
uncertificated account unless and until proper instructions are received from
the Planholder, his or her executor or guardian, or another authorized person.
To use shares held under the Plan as collateral for a debt, the Planholder
may request issuance of a portion of the shares in certificated form. Upon
written request from the Planholder, the Transfer Agent will determine the
number of shares for which a certificate may be issued without causing the
withdrawal checks to stop. However, should such uncertificated shares become
exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to act
as agent in administering the Plan.
How to Exchange Shares
As stated in the Prospectus, shares of a particular class of Oppenheimer
funds having more than one class of shares may be exchanged only for shares of
the same class of other Oppenheimer funds. Shares of this Fund are deemed to be
"Class A Shares" for this purpose. You can obtain a current list of funds
showing which funds offer which classes by calling the Distributor at
1-800-525-7048.
|_| All of the other Oppenheimer funds offer Class A, B and C shares except
Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial America Fund,
L.P. and Centennial California Tax Exempt Trust, which only offer Class A
shares.
|_| Oppenheimer Main Street California Tax-Exempt Fund currently offers
only Class A and Class B shares.
|_| Class B and Class C shares of Oppenheimer Cash Reserves are generally
available only by exchange from the same class of shares of other Oppenheimer
funds or available through OppenheimerFunds-sponsored 401(k) plans.
|_| Class Y shares of Oppenheimer Real Asset Fund are not exchangeable.
Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any money market fund. Shares of any money market fund purchased
without a sales charge may be exchanged for shares of Oppenheimer funds offered
with a sales charge upon payment of the sales charge. They may also be used to
purchase shares of Oppenheimer funds subject to a contingent deferred sales
charge.
Shares of this Fund acquired by reinvestment of dividends or distributions
from the Fund or from any other of the Oppenheimer funds (other than Oppenheimer
Cash Reserves) or from any unit investment trust for which reinvestment
arrangements have been made with the Distributor may be exchanged at net asset
value for shares of any of the Oppenheimer funds. Shares of this Fund purchased
with the redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 30 days prior to
that purchase may subsequently be exchanged for shares of other Oppenheimer
funds without being subject to an initial or contingent deferred sales charge.
To qualify for that privilege, the investor or the investor's dealer must notify
the Distributor of eligibility for this privilege at the time the shares of this
Fund are purchased in that way. If requested, they must supply proof of
entitlement to this privilege.
For accounts established on or before March 8, 1996 holding Class M shares
of Oppenheimer Convertible Securities Fund, Class M shares can be exchanged only
for Class A shares of other Oppenheimer funds. Exchanges to Class M shares of
Oppenheimer Convertible Securities Fund are permitted from shares of this Fund
or Class A shares of Oppenheimer Cash Reserves that were acquired by exchange of
Class M shares. No other exchanges may be made to Class M shares.
|_| How Exchanges Affect Contingent Deferred Sales Charges. No contingent
deferred sales charge is imposed on exchanges of shares of any class purchased
subject to a contingent deferred sales charge. However, when shares of this Fund
acquired by exchange of Class A shares of other Oppenheimer funds purchased
subject to a Class A contingent deferred sales charge are redeemed within 18
months of the end of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares.
|_| Limits on Multiple Exchange Orders. The Fund reserves the right to
reject telephone or written exchange requests submitted in bulk by anyone on
behalf of more than one account. The Fund may accept requests for exchanges of
up to 50 accounts per day from representatives of authorized dealers that
qualify for this privilege.
|_| Telephone Exchange Requests. When exchanging shares by telephone, a
shareholder must have an existing account in, the fund to which the exchange is
to be made. Otherwise, the investor must obtain a prospectus of that fund before
the exchange request may be submitted. For full or partial exchanges of an
account made by telephone, any special account features such as Asset Builder
Plans, Automatic Withdrawal Plans and retirement plan contributions will be
switched to the new account unless the Transfer Agent is instructed otherwise.
If all telephone lines are busy (which might occur, for example, during periods
of substantial market fluctuations), shareholders might not be able to request
exchanges by telephone and would have to submit written exchange requests.
|_| Processing Exchange Requests. Shares to be exchanged are redeemed on
the regular business day the Transfer Agent receives an exchange request in
proper form (the "Redemption Date"). Normally, shares of the fund to be acquired
are purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The Fund
reserves the right, in its discretion, to refuse any exchange request that may
disadvantage it (for example, if the receipt of multiple exchange requests from
a dealer might require the disposition of portfolio securities at a time or at a
price that might be disadvantageous to the Fund).
In connection with any exchange request, the number of shares exchanged
may be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information or would include shares covered by a share
certificate that is not tendered with the request. In those cases, only the
shares available for exchange without restriction will be exchanged.
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks. A shareholder should assure that the
fund selected is appropriate for his or her investment and should be aware of
the tax consequences of an exchange. For Federal income tax purposes, an
exchange transaction is treated as a redemption of shares of one fund and a
purchase of shares of another. The Fund, the Distributor, and the Transfer Agent
are unable to provide investment, tax or legal advice to a shareholder in
connection with an exchange request or any other investment transaction.
Dividends and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax treatment
of the Fund's dividends and capital gains distributions is explained in the
Prospectus under the caption "Dividends and Taxes." Under the Internal Revenue
Code, by December 31 each year, the Fund must distribute 98% of its taxable
investment income earned from January 1 through December 31 of that year and 98%
of its capital gains realized in the period from November 1 of the prior year
through October 31 of the current year. It if does not, the Fund must pay an
excise tax on the amounts not distributed. It is presently anticipated that the
Fund will meet those requirements. However, the Fund's Board of Directors and
the Manager might determine in a particular year that it would be in the best
interest of shareholders for the Fund not to make distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would reduce
the amount of income or capital gains available for distribution to
shareholders. The Fund's dividends will not be eligible for the
dividends-received deduction for corporations.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on amounts
paid by it as dividends and distributions. That qualification enables the Fund
to "pass through" its income and realized capital gains to shareholders without
having to pay tax on them. The Fund qualified as a regulated investment company
in its last fiscal year and intends to qualify in future years, but reserves the
right not to qualify. The Internal Revenue Code contains a number of complex
tests to determine whether the Fund qualifies. The Fund might not meet those
tests in a particular year. If it does not qualify, the Fund will be treated for
tax purposes as an ordinary corporation and will receive no tax deduction for
payments of dividends and distributions made to shareholders.
Dividends, distributions and the proceeds of the redemption of Fund shares
represented by checks returned to the Transfer Agent by the Postal Service as
undeliverable will be invested in shares of the Fund as promptly as possible
after the return of such checks to the Transfer Agent, in order to enable the
investor to earn a return on otherwise idle funds.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in Class A shares of
any of the other Oppenheimer funds listed above. Reinvestment will be made at
net asset value without sales charge. To elect this option, the shareholder must
notify the Transfer Agent in writing and must have an existing account in the
fund selected for reinvestment. Otherwise, the shareholder first must obtain a
prospectus for that fund and an application from the Distributor to establish an
account. The investment will be made at the net asset value per share in effect
at the close of business on the payable date of the dividend or distribution.
Dividends and/or distributions from shares of certain other Oppenheimer funds
may be invested in shares of this Fund on the same basis.
Additional Information About the Fund
The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a
division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders of the Fund. It also handles
shareholder servicing and administrative functions. It is paid on a "at-cost"
basis.
The Custodian. Citibank, N.A. is the Custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. It will be the practice of the Fund to deal with the Custodian in a
manner uninfluenced by any banking relationship the Custodian may have with the
Manager and its affiliates. The Fund's cash balances with the Custodian in
excess of $100,000 are not protected by Federal deposit insurance. Those
uninsured balances at times may be substantial.
Independent Auditors. KPMG Peat Marwick, LLP are the independent auditors of
the Fund. They audit the Fund's financial statements and perform other
related audit services. They also act as auditors for certain other funds
advised by the Manager and its affiliates.
<PAGE>
- -------------------------------------------------------------------------------
Independent Auditors' Report
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders of
Oppenheimer Money Market Fund, Inc.:
We have audited the accompanying statements of investments and assets and
liabilities of Oppenheimer Money Market Fund, Inc. as of July 31, 1998, the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the years in the two-year period then ended
and the financial highlights for each of the years in the two-year period then
ended, the seven-month period ended July 31, 1996, and for each of the years in
the three-year period ended December 31, 1995. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement.An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1998, by correspondence with the custodian.An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Money Market Fund, Inc. as of July 31, 1998, the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights for
each of the years in the two-year period then ended, the seven-month period
ended July 31, 1996 and for each of the years in the three-year period ended
December 31, 1995, in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
August 21, 1998
<PAGE>
- --------------------------------------------------------------------------------
Statement of Investments July 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
<S> <C> <C>
====================================================================================================
Certificates of Deposit--4.3%
- ----------------------------------------------------------------------------------------------------
Deutsche Bank AG, 5.65%, 1/22/99 $10,000,000 $10,000,000
- ----------------------------------------------------------------------------------------------------
Lasalle National Bank, 5.61%, 9/11/98 10,000,000 10,000,000
- ----------------------------------------------------------------------------------------------------
Societe Generale:
5.54%, 8/17/98 5,000,000 4,999,777
5.76%, 10/8/98 7,000,000 6,999,033
5.77%, 10/7/98 14,500,000 14,498,920
5.87%, 9/30/98 5,000,000 5,000,151
----------
Total Certificates of Deposit 51,497,881
- ----------------------------------------------------------------------------------------------------
Direct Bank Obligations--2.6%
- ----------------------------------------------------------------------------------------------------
BankBoston, N.A., 5.63%, 11/9/98 5,000,000 5,000,000
- ----------------------------------------------------------------------------------------------------
National Westminster Bank of Canada:
5.45%, 9/15/98 8,000,000 7,945,500
5.523%, 11/2/98 10,000,000 9,857,322
- ----------------------------------------------------------------------------------------------------
Societe Generale, 5.58%, 8/3/98/(1)/ 8,000,000 7,994,829
----------
Total Direct Bank Obligations 30,797,651
- ----------------------------------------------------------------------------------------------------
Letters of Credit--11.4%
- ----------------------------------------------------------------------------------------------------
Bank of America NT & SA, guaranteeing commercial paper of:
Formosa Plastics Corp., Series A, 5.52%, 9/17/98 10,000,000 9,927,933
Minmetals Capital & Securities, Inc., 5.50%, 1/22/99 10,000,000 9,733,442
- ----------------------------------------------------------------------------------------------------
Bank One Indiana, N.A., guaranteeing commercial paper of
Primex Funding Corp., 5.67%, 8/3/98/(1)(2)/ 4,750,000 4,750,000
- ----------------------------------------------------------------------------------------------------
Barclays Bank PLC, guaranteeing commercial paper of:
Banca Serfin SA, Institucion de Banca Multiple, Group
Financiero Serfin, 5.42%, 11/23/98 8,000,000 7,862,440
Banco Real SA, Grand Cayman Branch, Series A, 5.48%, 10/19/98 8,252,000 8,151,860
Nacionale Financiera, SNC, 5.525%, 11/19/98 5,000,000 4,915,590
Petroleo Brasileiro, SA, Petrobras II, Series C, 5.47%, 10/29/98 9,000,000 8,878,292
- ----------------------------------------------------------------------------------------------------
Bayerische Vereinsbank AG, guaranteeing commercial paper of:
Banco de Galicia y Buenos Aires SA, 5.47%, 9/18/98 5,000,000 4,963,533
Banco Mercantile Del Norte, SA, Series A, 5.33%, 10/27/98 5,000,000 4,935,596
Banco Mercantile Del Norte, SA, Series B, 5.43%, 11/24/98 10,000,000 9,826,542
Unia Banco-Uniao de Bancos Brasilieros, SA, Series C, 5.50%,
11/23/98 5,000,000 4,912,917
- ----------------------------------------------------------------------------------------------------
Credit Suisse, guaranteeing commercial paper of:
Daewoo International (America) Corp., 5.50%, 10/23/98 5,000,000 4,936,597
Daewoo International (America) Corp., 5.52%, 12/2/98 12,000,000 11,774,227
Minmetals Capitals & Securities, Inc., 5.40%, 8/24/98 21,200,000 21,125,940
- ----------------------------------------------------------------------------------------------------
Societe Generale, guaranteeing commercial paper of
PEMEX Capital, Inc., Series A:
5.51%, 11/24/98 5,000,000 4,911,993
5.52%, 10/2/98 5,000,000 4,952,467
</TABLE>
8 Oppenheimer Money Market Fund, Inc.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
====================================================================================================
<S> <C> <C>
Letters of Credit (continued)
Swiss Bank Corp., guaranteeing commercial paper of
PEMEX Capital, Inc., 5.52%, 9/18/98 $10,000,000 $ 9,926,400
-----------
Total Letters of Credit 136,485,769
- ----------------------------------------------------------------------------------------------------
Short-Term Notes--80.8%
- ----------------------------------------------------------------------------------------------------
Asset-Backed--15.2%
Asset Backed Capital Finance, Inc.:
5.47%, 10/22/98/(3)/ 5,700,000 5,628,981
5.49%, 10/1/98/(3)/ 9,600,000 9,510,696
5.50%, 1/15/99/(3)/ 16,500,000 16,075,959
5.54%, 11/16/98/(3)/ 10,000,000 9,835,339
5.73%, 8/24/98/(1)(2)/ 6,000,000 6,000,000
- ----------------------------------------------------------------------------------------------------
Beta Finance, Inc., 5.46%, 9/28/98/(3)/ 10,000,000 9,912,033
- ----------------------------------------------------------------------------------------------------
Cooperative Assn. of Tractor Dealers, Series A, 5.50%, 8/7/98 7,800,000 7,792,850
- ----------------------------------------------------------------------------------------------------
CXC, Inc., 5.523%, 11/16/98/(3)/ 10,000,000 9,835,844
- ----------------------------------------------------------------------------------------------------
Enterprise Funding Corp.:
5.47%, 10/19/98/(3)/ 5,000,000 4,939,982
5.49%, 12/14/98/(3)/ 5,000,000 4,897,062
5.52%, 10/15/98/(3)/ 13,000,000 12,850,500
- ----------------------------------------------------------------------------------------------------
Eureka Securitization, Inc., 5.60%, 8/7/98/(3)/ 10,000,000 9,990,667
- ----------------------------------------------------------------------------------------------------
Preferred Receivables Funding Corp., 5.49%, 2/1/99/(3)/ 10,535,000 10,239,388
- ----------------------------------------------------------------------------------------------------
RACERS, Series 1998-MM-3-5, 5.563%, 8/31/98/(1)(2)/ 10,000,000 10,000,000
- ----------------------------------------------------------------------------------------------------
Sigma Finance, Inc.:
5.395%, 8/18/98/(3)/ 5,000,000 4,987,262
5.44%, 9/10/98/(3)/ 5,000,000 4,969,778
5.45%, 9/23/98/(3)/ 5,000,000 4,959,882
5.52%, 11/9/98/(3)/ 9,000,000 8,862,000
5.52%, 1/26/99/(3)/ 14,000,000 13,617,893
- ----------------------------------------------------------------------------------------------------
SMM Trust, Series 1998 I, 5.656%, 8/29/98/(1)(2)/ 7,000,000 7,000,000
- ----------------------------------------------------------------------------------------------------
Ullswater Corp., 5.60%, 9/30/98/(3)/ 10,147,000 10,052,295
-----------
181,958,411
- ----------------------------------------------------------------------------------------------------
Automotive--4.2%
BMW US Capital Corp.:
5.505%, 9/30/98 11,000,000 10,899,075
5.70%, 8/3/98 39,300,000 39,287,555
-----------
50,186,630
- ----------------------------------------------------------------------------------------------------
Bank Holding Companies--3.0%
Corestates Capital Corp., 5.47%, 9/30/98 10,000,000 9,908,833
- ----------------------------------------------------------------------------------------------------
First Chicago Financial Corp.:
5.40%, 8/12/98 11,200,000 11,181,520
5.40%, 8/14/98 15,000,000 14,970,750
------------
36,061,103
</TABLE>
9 Oppenheimer Money Market Fund, Inc.
<PAGE>
- -------------------------------------------------------------------------------
Statement of Investments (Continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
====================================================================================================
<S> <C> <C>
Beverages--4.8%
Coca-Cola Enterprises, Inc.:
5.45%, 9/4/98/(3)/ $10,000,000 $ 9,948,528
5.47%, 9/1/98/(3)/ 10,000,000 9,952,897
5.47%, 10/26/98/(3)/ 10,000,000 9,869,328
5.48%, 10/28/98/(3)/ 5,000,000 4,933,022
5.50%, 12/21/98/(3)/ 10,000,000 9,783,056
5.50%, 12/23/98/(3)/ 7,000,000 6,846,000
5.53%, 9/29/98/(3)/ 6,000,000 5,945,622
-----------
57,278,453
- ----------------------------------------------------------------------------------------------------
Broker/Dealers--18.2%
Bear Stearns Cos., Inc.:
5.45%, 10/22/98 4,000,000 3,950,344
5.46%, 8/14/98 15,000,000 14,970,425
5.49%, 12/22/98 10,000,000 9,781,925
5.673%, 10/9/98/(1)/ 10,000,000 10,000,000
- ----------------------------------------------------------------------------------------------------
Goldman Sachs Group, LP:
5.652%, 9/17/98/(1)/ 5,000,000 5,000,000
5.67%, 8/3/98/(1)/ 5,000,000 5,000,000
- ----------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.:
5.41%, 8/27/98 5,000,000 4,980,374
5.46%, 9/18/98 5,000,000 4,963,600
5.50%, 1/22/99 5,000,000 4,867,083
5.666%, 8/20/98/(1)/ 13,000,000 13,000,000
- ----------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.:
5.38%, 8/12/98 5,000,000 4,991,781
5.43%, 9/4/98 10,000,000 9,948,717
5.43%, 10/14/98 5,000,000 4,944,192
5.47%, 10/28/98 10,000,000 9,866,289
5.49%, 11/6/98 5,000,000 4,926,037
5.52%, 9/25/98 5,000,000 4,957,833
5.68%, 9/22/98/(1)/ 10,000,000 9,999,861
- ----------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.:
5.38%, 8/17/98 10,000,000 9,976,089
5.69%, 8/3/98/(1)/ 35,000,000 35,000,000
5.788%, 9/15/98/(1)/ 7,000,000 7,000,000
- ----------------------------------------------------------------------------------------------------
Republic New York Securities Corp., 5.94%, 8/3/98/(1)/ 12,000,000 12,000,000
- ----------------------------------------------------------------------------------------------------
Salomon Smith Barney Holdings, Inc.:
5.52%, 10/13/98 5,000,000 4,944,033
5.717%, 10/20/98/(1)/ 12,000,000 12,000,000
5.739%, 9/1/98/(1)/ 10,000,000 10,000,000
-----------
217,068,583
- ----------------------------------------------------------------------------------------------------
Chemicals--0.7%
Monsanto Co., 5.50%, 10/8/98 9,000,000 8,906,500
</TABLE>
10 Oppenheimer Money Market Fund, Inc.
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
=======================================================================================================
<S> <C> <C>
Commercial Finance--4.4%
FINOVA Capital Corp.:
5.47%, 10/30/98 $ 7,000,000 $ 6,904,275
5.48%, 9/11/98 11,000,000 10,930,721
5.49%, 10/22/98 8,000,000 7,898,502
5.52%, 8/7/98 5,000,000 4,995,400
5.55%, 11/9/98 2,000,000 1,969,167
- -------------------------------------------------------------------------------------------------------
Heller Financial, Inc.:
5.58%, 11/30/98 15,000,000 14,718,675
5.70%, 10/16/98/(1)/ 5,000,000 4,999,896
-----------
52,416,636
- -------------------------------------------------------------------------------------------------------
Consumer Finance--1.4%
Beneficial Corp., 5.505%, 9/23/98 7,000,000 6,943,268
- -------------------------------------------------------------------------------------------------------
Island Finance Puerto Rico, Inc., 5.51%, 9/24/98 10,000,000 9,917,350
-----------
16,860,618
- -------------------------------------------------------------------------------------------------------
Diversified Financial--4.4%
Ford Motor Credit Co., 5.95%, 8/24/98/(1)/ 5,000,000 5,007,963
- -------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp.:
5.50%, 2/19/99 13,500,000 13,083,375
5.505%, 2/1/99 5,000,000 4,859,317
- -------------------------------------------------------------------------------------------------------
Household Finance Corp.:
5.556%, 8/31/98/(1)/ 5,000,000 4,997,733
5.637%, 9/9/98/(1)/ 5,000,000 5,000,000
- -------------------------------------------------------------------------------------------------------
Prudential Funding Corp.:
5.49%, 12/9/98 10,000,000 9,801,750
5.50%, 11/18/98 10,000,000 9,833,472
-----------
52,583,610
- -------------------------------------------------------------------------------------------------------
Industrial Services--1.7%
Atlas Copco AB:
5.54%, 10/16/98/(3)/ 10,000,000 9,883,044
5.56%, 8/4/98/(3)/ 10,000,000 9,995,367
-----------
19,878,411
- -------------------------------------------------------------------------------------------------------
Insurance: Guaranteed Insurance Contracts--16.1%
AIG Life Insurance Co., 5.668%, 8/3/98/(1)(2)/ 20,000,000 20,000,000
- -------------------------------------------------------------------------------------------------------
First Allmerica Financial Life Insurance Co., 5.67%, 8/3/98/(1)/ 20,000,000 20,000,000
- -------------------------------------------------------------------------------------------------------
General American Life Insurance Co., 5.85%, 8/3/98/(1)/ 45,000,000 45,000,000
- -------------------------------------------------------------------------------------------------------
Jackson National Life Insurance Co.:
5.67%, 9/1/98/(1)/ 30,000,000 30,000,000
5.69%, 8/3/98/(1)/ 5,000,000 5,000,000
- -------------------------------------------------------------------------------------------------------
Principal Mutual Life Insurance Co., 5.70%, 8/3/98/(1)(2)/ 5,000,000 5,000,000
- -------------------------------------------------------------------------------------------------------
Protective Life Insurance Co., 5.698%, 8/3/98/(1)/ 15,000,000 15,000,000
</TABLE>
11 Oppenheimer Money Market Fund, Inc.
<PAGE>
- -------------------------------------------------------------------------------
Statement Of Investments (Continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
================================================================================================================
<S> <C> <C>
Insurance: Guaranteed Insurance Contracts (Continued)
Security Benefit Life Insurance Co., 5.686%, 8/15/98/(1)/ $35,000,000 $ 35,000,000
- ----------------------------------------------------------------------------------------------------------------
TransAmerica Life Insurance & Annuity Co., 5.668%, 8/3/98/(1)/ 7,000,000 7,000,000
- ----------------------------------------------------------------------------------------------------------------
Travelers Insurance Co., 5.668%, 8/3/98/(1)(2)/ 10,000,000 10,000,000
------------
192,000,000
- ----------------------------------------------------------------------------------------------------------------
Leasing & Factoring--3.1%
American Honda Finance Corp.:
5.515%, 12/2/98 10,000,000 9,811,571
5.658%, 10/9/98/(1)(3)/ 15,000,000 14,999,495
5.687%, 10/20/98/(1)(3)/ 7,000,000 7,000,000
- ----------------------------------------------------------------------------------------------------------------
Hertz Corp., 5.40%, 8/31/98 5,000,000 4,977,500
----------
36,788,566
- ----------------------------------------------------------------------------------------------------------------
Nondurable Household Goods--3.0%
Newell Co., 5.70%, 8/3/98/(3)/ 36,000,000 35,988,600
- ----------------------------------------------------------------------------------------------------------------
Oil-Integrated--0.6%
Fina Oil & Chemical Co., 5.52%, 8/14/98/(3)/ 7,000,000 6,986,047
------------
Total Short-Term Notes 964,962,168
- ----------------------------------------------------------------------------------------------------------------
Total Investments, At Value 99.1% 1,183,743,469
- ----------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities 0.9 11,000,510
------------ --------------
Net Assets 100.0% $1,194,743,979
============ ==============
</TABLE>
Short-term notes, direct bank obligations and letters of credit are generally
traded on a discount basis; the interest rate is the discount rate received by
the Fund at the time of purchase. Other securities normally bear interest at the
rates shown.
1. Floating or variable rate obligation. The interest rate, which is based on
specific, or an index of, market interest rates, is subject to change
periodically and is the effective rate on July 31, 1998. This instrument may
also have a demand feature which allows, on up to 30 days' notice, the recovery
of principal at any time, or at specified intervals not exceeding one year.
Maturity date shown represents effective maturity based on variable rate and, if
applicable, demand feature.
2. Represents a restricted security which is considered illiquid, by virtue of
the absence of a readily available market or because of legal or contractual
restrictions on resale. Such securities amount to $62,750,000, or 5.25% of the
Fund's net assets. The Fund may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.
3. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $293,296,567, or 24.55% of the
Fund's net assets, and have been determined to be liquid pursuant to guidelines
adopted by the Board of Directors.
See accompanying Notes to Financial Statements.
12 Oppenheimer Money Market Fund, Inc.
<PAGE>
- ------------------------------------------------------------------------------
Statement of Assets and Liabilities July 31, 1998
- ------------------------------------------------------------------------------
==============================================================================
ASSETS
Investments, at value--see accompanying statement $1,183,743,469
- ------------------------------------------------------------------------------
Cash 4,255,904
- ------------------------------------------------------------------------------
Receivables:
Shares of capital stock sold 12,897,752
Interest 3,687,808
- ------------------------------------------------------------------------------
Other 88,024
--------------
Total assets 1,204,672,957
==============================================================================
LIABILITIES
Payables and other liabilities:
Shares of capital stock redeemed 7,074,830
Dividends 1,765,073
Transfer and shareholder servicing agent fees 568,711
Shareholder reports 246,506
Directors' fees--Note 1 198,416
Other 75,442
--------------
Total liabilities 9,928,978
==============================================================================
NET ASSETS $1,194,743,979
==============
==============================================================================
COMPOSITION OF NET ASSETS
Par value of shares of capital stock $ 119,489,080
- ------------------------------------------------------------------------------
Additional paid-in capital 1,075,251,943
- ------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions 2,956
Net assets--applicable to 1,194,890,800 shares of --------------
capital stock outstanding $1,194,743,979
==============
- ------------------------------------------------------------------------------
Net Asset Value, Redemption Price and Offering Price Per Share $1.00
See accompanying Notes to Financial Statements.
13 Oppenheimer Money Market Fund, Inc.
<PAGE>
- ---------------------------------------------------------------------------
Statement of Operations for the Year Ended July 31, 1998
- ---------------------------------------------------------------------------
===========================================================================
INVESTMENT INCOME
Interest $64,160,000
===========================================================================
Expenses
Management fees--Note 3 4,829,036
- ---------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 3 3,862,585
- ---------------------------------------------------------------------------
Shareholder reports 642,642
- ---------------------------------------------------------------------------
Custodian fees and expenses 114,567
- ---------------------------------------------------------------------------
Directors' fees and expenses--Note 1 93,109
- ---------------------------------------------------------------------------
Registration and filing fees 80,565
- ---------------------------------------------------------------------------
Legal, auditing and other professional fees 53,358
- ---------------------------------------------------------------------------
Insurance expenses 14,343
- ---------------------------------------------------------------------------
Other 35,572
-----------
Total expenses 9,725,777
===========================================================================
NET INVESTMENT INCOME 54,434,223
===========================================================================
NET REALIZED GAIN ON INVESTMENTS 2,601
===========================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $54,436,824
===========
See accompanying Notes to Financial Statements.
14 Oppenheimer Money Market Fund, Inc.
<PAGE>
- ------------------------------------------------------------------------------
Statements of Changes in Net Assets
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended July 31,
1998 1997
======================================================================================================
<S> <C> <C>
OPERATIONS
Net investment income $ 54,434,223 $ 47,826,078
- ------------------------------------------------------------------------------------------------------
Net realized gain 2,601 16,805
-------------- --------------
Net increase in net assets resulting from operations 54,436,824 47,842,883
======================================================================================================
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS (54,434,223) (47,826,078)
======================================================================================================
CAPITAL STOCK TRANSACTIONS
Net increase (decrease) in net assets resulting from
capital stock transactions--Note 2 180,801,221 (87,656,896)
======================================================================================================
NET ASSETS
Total increase (decrease) 180,803,822 (87,640,091)
- ------------------------------------------------------------------------------------------------------
Beginning of period 1,013,940,157 1,101,580,248
-------------- --------------
End of period $1,194,743,979 $1,013,940,157
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
15 Oppenheimer Money Market Fund, Inc.
<PAGE>
- ------------------------------------------------------------------------------
Financial Highlights
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended July 31, Year Ended December 31,
1998 1997 1996/(1)/ 1995 1994 1993
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income and
net realized gain .05 .05 .03 .05 .04 .03
Dividends and distributions to
shareholders (.05) (.05) (.03) (.05) (.04) (.03)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== =====
=========================================================================================================================
TOTAL RETURN/(2)/ 5.03% 4.83% 2.80% 5.40% 3.76% 2.71%
=========================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $1,195 $1,014 $1,102 $818 $929 $611
- -------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $1,114 $1,011 $ 901 $855 $804 $653
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.89% 4.73% 4.68%/(3)/ 5.19% 3.79% 2.65%
Expenses 0.87% 0.87% 0.84%/(3)/ 0.90% 0.82% 0.87%
</TABLE>
1. For the seven months ended July 31, 1996.The Fund changed its fiscal year end
from December 31 to July 31.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total returns reflect changes
in net investment income only.
3. Annualized.
See accompanying Notes to Financial Statements.
16 Oppenheimer Money Market Fund, Inc.
<PAGE>
- -------------------------------------------------------------------------------
Notes to Financial Statements
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company.The Fund's investment objective is to seek the
maximum current income that is consistent with stability of principal by
investing in "money market" securities meeting specific credit quality
standards.The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager).The following is a summary of significant accounting policies
consistently followed by the Fund.
- --------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
- --------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
- --------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
- --------------------------------------------------------------------------------
Directors' Fees and Expenses. The Fund has adopted a nonfunded retirement plan
for the Fund's independent directors. Benefits are based on years of service and
fees paid to each director during the years of service. During the year ended
July 31, 1998, a provision of $49,467 was made for the Fund's projected benefit
obligations and payments of $9,051 were made to retired directors, resulting in
an accumulated liability of $198,416 at July 31, 1998.
The Board of Directors had adopted a deferred compensation plan for
independent Directors that enables Directors to elect to defer receipt of all or
a portion of annual fees they are entitled to receive from the Fund. Under the
plan, the compensation deferred is periodically adjusted as though an equivalent
amount had been invested for the Director in shares of one or more Oppenheimer
funds selected by the Director. The amount paid to the Director under the plan
will be determined based upon the performance of the selected funds. Deferral of
Directors' fees under the plan will not affect the net assets of the Fund, and
will not materially affect the Fund's assets, liabilities or net income per
share.
17 Oppenheimer Money Market Fund, Inc.
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. Significant Accounting Policies (Continued)
Distributions To Shareholders. The Fund intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly.To effect its policy of maintaining a net asset value
of $1.00 per share, the Fund may withhold dividends or make distributions of net
realized gains.
- --------------------------------------------------------------------------------
Other. Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
- --------------------------------------------------------------------------------
2. Capital Stock
The Fund has authorized 5 billion shares of $.10 par value capital
stock.Transactions in shares of capital stock were as follows:
<TABLE>
<CAPTION>
Year Ended July 31, 1998 Year Ended July 31, 1997
------------------------ ------------------------
Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold 3,091,391,757 $ 3,091,391,757 2,384,396,754 $ 2,384,396,754
Dividends and
distributions reinvested 51,650,982 51,650,982 45,124,419 45,124,419
Redeemed (2,962,241,518) (2,962,241,518) (2,517,178,069) (2,517,178,069)
-------------- --------------- -------------- --------------
Net increase (decrease) 180,801,221 $ 180,801,221 (87,656,896) $ (87,656,896)
============== =============== ============== ==============
- ------------------------------------------------------------------------------------------------------------
</TABLE>
3. Management Fees And Other Transactions With Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for a fee of 0.45% on the first
$500 million of average annual net assets, 0.425% of the next $500 million,
0.40% of the next $500 million, and 0.375% of average annual net assets in
excess of $1.5 billion.The Manager has agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the lesser of 1% of average annual
net assets of the Fund or 25% of the total annual investment income of the Fund.
OppenheimerFunds Services (OFS), a division of the Manager, is the transfer
and shareholder servicing agent for the Fund and for other registered investment
companies. OFS's total costs of providing such services are allocated ratably to
these companies.
<PAGE>
Appendix A
Description of Securities Ratings
Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Fund. The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investor Services, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling
market positions in well-established industries; (b) high
rates of return on funds employed; (c) conservative
capitalization structures with moderate reliance on debt
and ample asset protection; (d) broad margins in earning
coverage of fixed financial charges and high internal cash
generation; and (e) well established access to a range of
financial markets and assured sources of alternate
liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is
maintained.
Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG". These rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broadbased access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety characteristics
are denoted with a plus sign (+) designation.
A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues
designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand or
double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example,
"SP-1+/A-1+").
Fitch IBCA, Inc. ("Fitch"): Fitch assigns the following short-term ratings to
debt obligations that are payable on demand or have original maturities of
generally up to three years, including commercial paper, certificates of
deposit, medium-term notes, and municipal and investment notes:
F-1+: Exceptionally strong credit quality; the strongest degree
of assurance for timely payment.
F-1: Very strong credit quality; assurance of timely
payment is only slightly less in degree than issues rated
"F-1+".
F-2: Good credit quality; satisfactory degree of assurance
for timely payment, but the margin of safety is not as great
as for issues assigned "F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access
to alternative sources of funds, is outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors
and company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is very
strong.
TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as for
issues rated "TBW-1".
Long Term Debt Ratings.
These ratings are relevant for securities purchased by the Fund with a remaining
maturity of 397 days or less, or for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest
degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or
by an exceptionally stable margin, and principal is
secure. While the various protective elements are likely
to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong positions of
such issues.
Aa: Judged to be of high quality by all standards. Together
with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as
in "Aaa" securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat
larger than in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as follows:
AAA: The highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and
differ from "AAA" rated issues only in small degree.
Fitch IBCA, Inc.:
AAA: Considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to
be affected by reasonably foreseeable events.
AA: Considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA". Plus (+) and minus (-) signs are used in
the "AA" category to indicate the relative position of a
credit within that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are
negligible, being only slightly more than for risk-free
U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk
is modest but may vary slightly from time to time because
of economic conditions. Plus (+) and minus (-) signs are
used in the "AA" category to indicate the relative position
of a credit within that category.
TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of receiving payment of principal and interest on a timely basis and
incorporate TBW's opinion as to the vulnerability of the company to adverse
developments, which may impact the market's perception of the company, thereby
affecting the marketability of its securities.
A: Possesses an exceptionally strong balance sheet and
earnings record, translating into an excellent reputation and
unquestioned access to its natural money markets. If weakness
or vulnerability exists in any aspect of the company's
business, it is entirely mitigated by the strengths of the
organization.
A/B: The company is financially very solid with a
favorable track record and no readily apparent weakness. Its
overall risk profile, while low, is not quite as favorable as
for companies in the highest rating category.
<PAGE>
Appendix B
- ------------------------------------------------------------------------------
Industry Classifications
- ------------------------------------------------------------------------------
Aerospace/Defense Food
Air Transportation Gas Utilities
Asset-Backed Gold
Auto Parts Distribution Health Care/Drugs
Automotive Health Care/Supplies & Services
Bank Holding Companies Homebuilders/Real Estate
Banks Hotel/Gaming
Beverages Industrial Services
Broadcasting Information Technology
Broker-Dealers Insurance
Building Materials Leasing & Factoring
Cable Television Leisure
Chemicals Limited Purpose Finance
Commercial Finance Manufacturing
Computer Hardware Metals/Mining
Computer Software Nondurable Municipality Household Goods
Conglomerates Oil - Integrated
Consumer Finance Paper
Containers Publishing/Printing
Convenience Stores Railroads
Cosmetics Restaurants
Department Stores Savings & Loans
Diversified Financial Shipping
Diversified Media Special Purpose Financial
Drug Stores Specialty Retailing
Drug Wholesalers Steel
Durable Household Goods Supermarkets
Education Telecommunications - Technology
Electric Utilities Telephone - Utility
Electrical Equipment Textile/Apparel
Electronics Tobacco
Energy Services & Producers Toys
Entertainment/Film Trucking
Environmental Wireless Services
Foreign Government
<PAGE>
- ------------------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
- ------------------------------------------------------------------------------
Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Web Site: http://www.oppenheimerfunds.com
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
67890
PX 0200.001.1198
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
FORM N-1A
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) (i) Articles of Incorporation dated December 13, 1973: Previously filed
with Registrants Registration Statement on Form S-5, refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(ii) Articles of Amendment of Articles of Incorporation dated April 10,
1974: Previously filed with Registrants Post-Effective Amendment No. 3,
(4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(iii) Articles of Amendment of Articles of Incorporation dated
July 9, 1975: Previously filed with Registrants Post-Effective Amendment
No.9, refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95)
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(iv) Articles of Amendment of Articles of Incorporation dated December 13,
1979: Previously filed with Registrants Post-Effective Amendment No. 42,
(4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(v) Articles of Amendment of Articles of Incorporation dated May 22, 1980:
Previously filed with Registrants Post-Effective Amendment No. 42,
(4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(vi) Articles of Amendment of Articles of Incorporation dated June 16,
1980: Previously filed with Registrants Post-Effective Amendment No. 42,
(4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(vii) Articles of Amendment of Articles of Incorporation dated
July 2, 1981: Previously filed with Registrants Post-Effective
Amendment No. 26, refiled with Registrant's Post-Effective Amendment
No. 54 (4/27/95) pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(viii) Articles of Amendment of Articles of Incorporation dated
February 23, 1982: Previously filed with Registrants Post-Effective
Amendment No. 27, refiled with Registrant's Post-Effective Amendment
No. 54 (4/27/95) pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(ix) Articles of Amendment of Articles of Incorporation dated August 30,
1982: Previously filed with Registrants Post-Effective Amendment No. 42,
(4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(b) Amended and Re-stated By-Laws dated June 4, 1998: Filed herewith.
(c) Speciman Stock Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 57 (11/20/96), and
incorporated herein by reference.
(d) Investment Advisory Agreement dated October 22, 1990: Previously filed
with Post-Effective Amendment No. 45 (3/1/91), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(e)(i) _______________ General Distributor's ____ Agreement dated
December 10, 1992: Previously filed with Registrant's Post-Effective
Amendment No. 50 (4/22/93), refiled with Registrants Post-Effective
Amendment No. 54 (4/27/95) pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.
(ii) Form of Dealer Agreement of OppenheimerFunds
Distributor, Inc.: Filed with Post-Effective Amendment No. 14 of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94,
and incorporated herein by reference.
(iii) Form of Broker Agreement of OppenheimerFunds
Distributor, Inc.: Filed with Post-Effective Amendment No. 14 of
Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94,
and incorporated herein by reference.
(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Filed
with Post-Effective Amendment No. 14 of Oppenheimer Main Street Funds,
Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(v) OppenheimerFunds Distributor, Inc., Broker Agreement
with Newbridge Securities dated October 1, 1986: Previously
filed with Post-Effective Amendment No. 25 of Oppenheimer Growth
Fund (Reg. No. 2-45272), refiled with Post-Effective Amendment
No. 45 of Oppenheimer Growth Fund (Reg. No. 2-45272), 8/22/94
pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.
(f) Form of Deferred Compensation Agreement for Disinterested
Trustees/Directors: Filed with Post-Effective Amendment No. 26 to the
Registration Statement of Oppenheimer Gold & Special Minerals Fund
(Reg. No. 2-82590), 10/28/98, and incorporated herein by reference
(g) (i) Custodian Agreement dated April 16, 1974: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(ii) Custodian Agreement dated December 15, 1975: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(iii) Custodian Agreement dated March, 1978: Previously filed with Registrant's
Post-Effective Amendment No. 42 (4/28/88), refiled with Registrant's
Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
(iv) Custodian Agreement dated August 13, 1980: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(v) Custodian Agreement dated September 28, 1984: Previously filed with
Registrant's Post-Effective Amendment No. 42 (4/28/88), refiled with
Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item
102 of Regulation S-T and incorporated herein by reference.
(h) Not applicable.
(i) Opinion and Consent of Counsel dated February 28, 1974: Previously filed
with Registrant's Registration Statement, refiled with Registrant's
Post-Effective Amendment No. 54, (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.
Independent Auditors Consent: Filed herewith
(k) Not applicable.
(l) Not applicable.
(m) Not applicable.
(n) Financial Data Schedule: Filed herewith
(o) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/25/98: Previously filed with Post-Effective Amendment No. 70 to the
Registration Statement of Oppenheimer Global Fund (Reg. No. 2-31661),
9/14/98 and incorporated herein by reference.
- -- Powers of Attorney (including Certified Board resolutions): (Bridget
A. Macaskill) Previously filed with Registrant's Post-Effective Amendment No.
55 (4/15/96); others previously filed (all other Trustees) with Registrant's
Post-Effective Amendments No. 52 (4/29/94) and incorporated herein by
reference.
Item 24. Persons Controlled by or Under Common Control with the Fund
None.
Item 25. Indemnification
Reference is made to the provisions of Article Seventh of Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 23(a) to this
Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 26. Business and Other Connections of the Investment Adviser
(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and
certain subsidiaries and affiliates act in the same capacity to other registered
investment companies as described in Parts A and B hereof and listed in Item
26(b) below.
(b) There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each officer and
director of OppenheimerFunds, Inc. is, or at any time during the past two fiscal
years has been, engaged for his/her own account or in the capacity of director,
officer, employee, partner or trustee.
Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
Charles E. Albers,
Senior Vice President An officer and/or portfolio manager of certain
Oppenheimer funds (since April 1998);
a Chartered Financial Analyst;
formerly, a Vice President and
portfolio manager for Guardian
Investor Services, the investment
management subsidiary of The Guardian
Life Insurance Company (since 1972).
Edward Amberger,
Assistant Vice President Formerly Assistant Vice President,
Securities Analyst for Morgan Stanley
Dean Witter (May 1997 - April 1998); and
Research Analyst (July 1996 - May 1997),
Portfolio Manager (February 1992 - July
1996) and Department Manager (June 1988
to February 1992) for The Bank of New
York.
Mark J.P. Anson,
Vice President Vice President of Oppenheimer Real Asset
Management, Inc. ("ORAMI"); formerly,
Vice President of Equity Derivatives at
Salomon Brothers, Inc.
Peter M. Antos,
Senior Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; a Chartered
Financial Analyst; Senior Vice President
of HarbourView Asset Management
Corporation ("HarbourView"); prior to
March, 1996 he was the senior equity
portfolio manager for the Panorama Series
Fund, Inc. (the "Company") and other
mutual funds and pension funds managed by
G.R. Phelps & Co. Inc. ("G.R. Phelps"),
the Company's former investment adviser,
which was a subsidiary of Connecticut
Mutual Life Insurance Company; he was
also responsible for managing the common
stock department and common stock
investments of Connecticut Mutual Life
Insurance Co.
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Bruce Bartlett,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds. Formerly, a
Vice President and Senior Portfolio
Manager at First of America Investment
Corp.
George Batejan,
Executive Vice President,
Chief Information Officer Formerly Senior Vice President, Group
Executive, and Senior Systems Officer for
American International Group (October
1994 - May, 1998).
John R. Blomfield,
Vice President Formerly Senior Product Manager
(November, 1995 - August, 1997) of
International Home Foods and American
Home Products (March, 1994 - October,
1996).
Kathleen Beichert,
Vice President None.
Rajeev Bhaman,
Vice President Formerly,
Vice President (January 1992 - February,
1996) of Asian Equities for Barclays de
Zoete Wedd, Inc.
Robert J. Bishop,
Vice President Vice President of Mutual Fund Accounting
(since May 1996); an officer of other
Oppenheimer funds; formerly, an
Assistant Vice President of OFI/Mutual
Fund Accounting (April 1994-May 1996),
and a Fund Controller for OFI.
George C. Bowen,
Senior Vice President, Treasurer
and Director Vice President (since June 1983) and
Treasurer (since March 1985) of
OppenheimerFunds Distributor, Inc. (the
"Distributor"); Vice President (since
October 1989) and Treasurer (since April
1986) of HarbourView; Senior Vice
President (since February 1992),
Treasurer (since July 1991)and a director
(since December 1991) of Centennial;
President, Treasurer and a director of
Centennial Capital Corporation (since
June 1989); Vice President and Treasurer
(since August 1978) and Secretary (since
April 1981) of Shareholder Services, Inc.
("SSI"); Vice President, Treasurer and
Secretary of Shareholder Financial
Services, Inc. ("SFSI") (since November
1989); Assistant Treasurer of Oppenheimer
Acquisition Corp. ("OAC") (since March,
1998); Treasurer of Oppenheimer
Partnership Holdings, Inc. (since
November 1989); Vice President and
Treasurer of ORAMI (since July 1996);
an officer of other Oppenheimer funds.
Scott Brooks,
Vice President None.
Susan Burton,
Vice President None.
Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division Formerly, Assistant Vice President of
Rochester Fund Services, Inc.
Michael Carbuto,
Vice President An officer and/or portfolio manager of
certain Oppenheimer funds; Vice President
of Centennial.
John Cardillo,
Assistant Vice President None.
Erin Cawley,
Assistant Vice President None.
H.C. Digby Clements,
Assistant Vice President:
Rochester Division None.
O. Leonard Darling,
Executive Vice President Trustee (1993 - present) of Awhtolia
College - Greece.
William DeJianne, None.
Assistant Vice President
Robert A. Densen,
Senior Vice President None.
Sheri Devereux,
Assistant Vice President None.
Craig P. Dinsell
Executive Vice President Formerly, Senior Vice President of Human
Resources for Fidelity Investments-Retail
Division (January, 1995 - January, 1996),
Fidelity Investments FMR Co. (January,
1996 - June, 1997) and Fidelity
Investments FTPG (June, 1997 - January,
1998).
Robert Doll, Jr.,
Executive Vice President & Director An officer and/or
portfolio manager of certain Oppenheimer
funds.
John Doney,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Executive Vice President (since September
1993), and a director (since January
1992) of the Distributor; Executive Vice
President, General Counsel and a director
of HarbourView, SSI, SFSI and
Oppenheimer Partnership Holdings, Inc.
since (September 1995); President and a
director of Centennial (since September
1995); President and a director of ORAMI
(since July 1996); General Counsel
(since May 1996) and Secretary (since
April 1997) of OAC; Vice President and
Director of OppenheimerFunds
International, Ltd. ("OFIL") and
Oppenheimer Millennium Funds plc (since
October 1997); an officer of other
Oppenheimer funds.
Patrick Dougherty, None.
Assistant Vice President
Bruce Dunbar, None.
Vice President
Eric Edstrom,
Vice President Formerly an
Assistant Vice President and National
Account Executive (February 1996 - August
1998) for MBNA America.
George Evans,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Edward Everett,
Assistant Vice President None.
Scott Farrar,
Vice President Assistant Treasurer of Oppenheimer
Millennium Funds plc (since October
1997); an officer of other Oppenheimer
funds; formerly, an Assistant Vice
President of OFI/Mutual Fund Accounting
(April 1994-May 1996), and a Fund
Controller for OFI.
Leslie A. Falconio,
Assistant Vice President None.
Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of the
Distributor; Secretary of HarbourView,
and Centennial; Secretary, Vice President
and Director of Centennial Capital
Corporation; Vice President and Secretary
of ORAMI.
Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director and/or portfolio
manager of certain Oppenheimer funds;
Presently he holds the following other
positions: Director (since 1995) of ICI
Mutual Insurance Company; Governor (since
1994) of St. John's College; Director
(since 1994 - present) of International
Museum of Photography at George Eastman
House. Formerly, he held the following
positions: formerly, Chairman of the
Board and Director of Rochester Fund
Distributors, Inc. ("RFD"); President and
Director of Fielding Management Company,
Inc. ("FMC"); President and Director of
Rochester Capital Advisors, Inc.
("RCAI"); Managing Partner of Rochester
Capital Advisors, L.P., President and
Director of Rochester Fund Services, Inc.
("RFS"); President and Director of
Rochester Tax Managed Fund, Inc.;
Director (1993 - 1997) of VehiCare Corp.;
Director (1993 - 1996) of VoiceMode.
John Fortuna,
Vice President None.
Patricia Foster,
Vice President Formerly, she held the following
positions: An officer of certain former
Rochester funds (May, 1993 - January,
1996); Secretary of Rochester Capital
Advisors, Inc. and General Counsel (June,
1993 - January 1996) of Rochester Capital
Advisors, L.P.
Jennifer Foxson,
Vice President None.
Erin Gardiner,
Assistant Vice President None.
Linda Gardner,
Vice President None.
Alan Gilston,
Vice President Formerly, Vice President (1987-1997) for
Schroder Capital Management International.
Jill Glazerman,
Assistant Vice President None.
Robyn Goldstein-Liebler
Assistant Vice President None.
Mikhail Goldverg
Assistant Vice President None.
Jeremy Griffiths,
Executive Vice President and
Chief Financial Officer Chief Financial Officer and Treasurer
(since March, 1998) of Oppenheimer
Acquisition Corp.; a Member and Fellow of
the Institute of Chartered Accountants;
formerly, an accountant for Arthur Young
(London, U.K.).
Robert Grill,
Senior Vice President Formerly,
Marketing Vice President for Bankers Trust
Company (1993-1996); Steering
Committee Member, Subcommittee Chairman for
American Savings Education Council
(1995-1996).
Caryn Halbrecht,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Elaine T. Hamann,
Vice President Formerly, Vice President (September, 1989
- January, 1997) of Bankers Trust Company.
Robert Haley
Assistant Vice President Formerly, Vice
President of Information Services for
Bankers Trust Company (January, 1991 -
November, 1997).
Thomas B. Hayes,
Vice President None.
Barbara Hennigar,
Executive Vice President and
Chief Executive Officer of
OppenheimerFunds Services,
a division of the Manager
President and Director of SFSI; President
and Chief executive Officer of SSI.
Dorothy Hirshman, None.
Assistant Vice President
Merryl Hoffman,
Vice President None.
Nicholas Horsley,
Vice President Formerly, a Senior Vice President and
Portfolio Manager for Warburg, Pincus
Counsellors, Inc. (1993-1997), Co-manager
of Warburg, Pincus Emerging Markets Fund
(12/94 - 10/97), Co-manager Warburg,
Pincus Institutional Emerging Markets
Fund - Emerging Markets Portfolio (8/96 -
10/97), Warburg Pincus Japan OTC Fund,
Associate Portfolio Manager of Warburg
Pincus International Equity Fund, Warburg
Pincus Institutional Fund - Intermediate
Equity Portfolio, and Warburg Pincus EAFE
Fund.
Scott T. Huebl,
Assistant Vice President None.
Richard Hymes,
Vice President None.
Jane Ingalls,
Vice President None.
Kathleen T. Ives,
Vice President None.
Frank Jennings,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Thomas W. Keffer,
Senior Vice President None.
Avram Kornberg,
Vice President None.
John Kowalik,
Senior Vice President An officer and/or portfolio manager for
certain OppenheimerFunds; formerly,
Managing Director and Senior Portfolio
Manager at Prudential Global Advisors
(1989 - 1998).
Joseph Krist,
Assistant Vice President None.
Michael Levine,
Assistant Vice President None.
Shanquan Li,
Vice President None.
Stephen F. Libera,
Vice President An officer and/or portfolio manager for
certain Oppenheimer funds; a Chartered
Financial Analyst; a Vice President of
HarbourView; prior to March 1996, the
senior bond portfolio manager for
Panorama Series Fund Inc., other mutual
funds and pension accounts managed by
G.R. Phelps; also responsible for
managing the public fixed-income
securities department at Connecticut
Mutual Life Insurance Co.
Mitchell J. Lindauer,
Vice President None.
Dan Loughran,
Assistant Vice President:
Rochester Division None.
David Mabry,
Assistant Vice President None.
Steve Macchia,
Assistant Vice President None.
Bridget Macaskill,
President, Chief Executive Officer
and Director Chief Executive Officer (since September
1995); President and director (since June
1991) of HarbourView; Chairman and a
director of SSI (since August 1994), and
SFSI (September 1995); President (since
September 1995) and a director (since
October 1990) of OAC; President (since
September 1995) and a director (since
November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding
company subsidiary of OFI; a director of
ORAMI (since July 1996) ; President and a
director (since October 1997) of OFIL, an
offshore fund manager subsidiary of OFI
and Oppenheimer Millennium Funds plc
(since October 1997); President and a
director of other Oppenheimer funds; a
director of Hillsdown Holdings plc (a
U.K. food company); formerly, an
Executive Vice President of OFI.
Wesley Mayer,
Vice President Formerly, Vice President (January, 1995 -
June, 1996) of Manufacturers Life
Insurance Company.
Loretta McCarthy,
Executive Vice President None.
Kelley A. McCarthy-Kane
Assistant Vice President Formerly,
Product Manager, Assistant Vice President
(June 1995- October, 1997) of Merrill Lynch
Pierce Fenner & Smith.
Beth Michnowski,
Assistant Vice President Formerly Senior
Marketing Manager May, 1996 - June, 1997)
and Director of Product Marketing (August,
1992 - May, 1996) with Fidelity Investments.
Lisa Migan,
Assistant Vice President None.
Denis R. Molleur,
Vice President None.
Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager
of certain Oppenheimer funds (since April
1998); a Certified Financial Analyst;
formerly, a Vice President and portfolio
manager for Guardian Investor Services,
the management subsidiary of The Guardian
Life Insurance Company (since 1979).
Linda Moore,
Vice President Formerly, Marketing Manager (July
1995-November 1996) for Chase Investment
Services Corp.
Kenneth Nadler,
Vice President None.
David Negri,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Barbara Niederbrach,
Assistant Vice President None.
Robert A. Nowaczyk,
Vice President None.
Ray Olson,
Assistant Vice President None.
Richard M. O'Shaugnessy,
Assistant Vice President:
Rochester Division None.
Gina M. Palmieri,
Assistant Vice President None.
Robert E. Patterson,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
James Phillips
Assistant Vice President None.
Jane Putnam,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Michael Quinn,
Assistant Vice President Formerly,
Assistant Vice President (April, 1995 -
January, 1998) of Van Kampen American
Capital.
Russell Read,
Senior Vice President Vice President of Oppenheimer Real Asset
Management, Inc. (since March, 1995).
Thomas Reedy,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds; formerly, a Securities
Analyst for the Manager.
John Reinhardt,
Vice President: Rochester Division None
Ruxandra Risko,
Vice President None.
Michael S. Rosen,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Richard H. Rubinstein,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Lawrence Rudnick,
Assistant Vice President None.
James Ruff,
Executive Vice President & Director None.
Valerie Sanders,
Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Stephanie Seminara,
Vice President None.
Michelle Simone,
Assistant Vice President None.
Richard Soper,
Vice President None.
Stuart J. Speckman
Vice President Formerly, Vice President and Wholesaler
for Prudential Securities (December, 1990
- July, 1997).
Nancy Sperte,
Executive Vice President None.
Donald W. Spiro,
Chairman Emeritus and Director Vice Chairman and Trustee of the New
York-based Oppenheimer Funds; formerly,
Chairman of the Manager and the
Distributor.
Richard A. Stein,
Vice President: Rochester Division Assistant Vice President (since 1995) of
Rochester Capitol Advisors, L.P.
Arthur Steinmetz,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Ralph Stellmacher,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
John Stoma,
Senior Vice President, Director
of Retirement Plans None.
Michael C. Strathearn,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds; a Chartered Financial
Analyst; a Vice President of
HarbourView.
James C. Swain,
Vice Chairman of the Board Chairman,
CEO and Trustee, Director or Managing
Partner of the Denver-based Oppenheimer
Funds; formerly, President and Director of
OAMC, CAMC and Chairman of the Board of SSI.
Susan Switzer,
Assistant Vice President
Anthony A. Tanner,
Vice President: Rochester Division
James Tobin,
Vice President None.
Susan Torrisi,
Assistant Vice President None.
Jay Tracey,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
James Turner,
Assistant Vice President None.
Maureen VanNorstrand,
Assistant Vice President None.
Ashwin Vasan,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds.
Teresa Ward,
Assistant Vice President None.
Jerry Webman,
Senior Vice President Director of New York-based tax-exempt
fixed income Oppenheimer funds.
Christine Wells,
Vice President None.
Joseph Welsh,
Assistant Vice President None.
Kenneth B. White,
Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds; a Chartered Financial
Analyst; Vice President of
HarbourView.
William L. Wilby,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds; Vice President of
HarbourView.
Carol Wolf,
Vice President An officer and/or portfolio manager of certain
Oppenheimer funds; Vice President of
Centennial; Vice President, Finance
and Accounting; Point of Contact:
Finance Supporters of Children;
Member of the Oncology Advisory Board
of the Childrens Hospital.
Caleb Wong,
Assistant Vice President None.
Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel Assistant
Secretary of SSI (since May 1985), SFSI
(since November 1989), OFIL (since 1998),
Oppenheimer Millennium Funds plc (since
October 1997); an officer of other
Oppenheimer funds.
Jill Zachman,
Assistant Vice President:
Rochester Division None.
Arthur J. Zimmer,
Senior Vice President An officer
and/or portfolio manager of certain
Oppenheimer funds; Vice President of
Centennial.
The Oppenheimer Funds include the New York-based Oppenheimer Funds, the
Denver-based Oppenheimer Funds and the Oppenheimer Quest/Rochester Funds, as
set forth below:
New York-based Oppenheimer Funds
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Series Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Quest/Rochester Funds
Limited Term New York Municipal Fund
Oppenheimer Convertible Securities Fund
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Denver-based Oppenheimer Funds
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Municipal Fund
Oppenheimer Real Asset Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
The address of OppenheimerFunds, Inc., the New York-based Oppenheimer Funds, the
Quest Funds, OppenheimerFunds Distributor, Inc., HarbourView Asset Management
Corp., Oppenheimer Partnership Holdings, Inc., and Oppenheimer Acquisition Corp.
is Two World Trade Center, New York, New York 10048-0203.
The address of the Denver-based Oppenheimer Funds, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp., and
Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way, Englewood,
Colorado 80112.
The address of the Rochester-based funds is 350 Linden Oaks, Rochester, New York
14625-2807.
Item 27. Principal Underwriter
(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's
shares. It is also the Distributor of each of the other registered open-end
investment companies for which OppenheimerFunds, Inc. is the investment adviser,
as described in Part A and B of this Registration Statement and listed in Item
26(b) above.
(b) The directors and officers of the Registrant's principal underwriter are:
Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
Jason Bach Vice President None
31 Racquel Drive
Marietta, GA 30364
Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093
Douglas S. Blankenship Vice President None
17011 Woodbank
Spring, TX 77379
George C. Bowen(1) Vice President and Vice President and
Treasurer Treasurer of the
Oppenheimer funds.
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce de Leon Ave.
Decatur, GA 30030
William Coughlin Vice President None
542 West Surf - #2N
Chicago, IL 60657
Mary Crooks(1)
Daniel Deckman Vice President None
12252 Rockledge Circle
Boca Raton, FL 33428
Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55403
Rhonda Dixon-Gunner(1) Assistant Vice President None
Andrew John Donohue(2) Executive Vice Secretary of the
President & Director Oppenheimer funds.
And General Counsel
John Donovan Vice President None
868 Washington Road
Woodbury, CT 06798
Kenneth Dorris Vice President None
4104 Harlanwood Drive
Fort Worth, TX 76109
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067
Todd Ermenio Vice President None
11011 South Darlington
Tulsa, OK 74137
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
George Fahey Vice President None
412 Commons Way
Doylestown, PA 18901
Patrice Falagrady(1) Senior Vice President None
Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158
Katherine P. Feld(2) Vice President None
& Secretary
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding(3) Vice President None
Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249
Patricia Gadecki-Wells Vice President None
950 First St., S.
Suite 204
Winter Haven, FL 33880
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Michelle Gans Vice President None
8327 Kimball Drive
Eden Prairie, MN 55347
L. Daniel Garrity Vice President None
2120 Brookhaven View, N.E.
Atlanta, GA 30319
Mark Giles Vice President None
5506 Bryn Mawr
Dallas, TX 75209
Ralph Grant(2) Vice President/National None
Sales Manager
Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103
Allen Hamilton Vice President None
5 Giovanni
Aliso Viejo, CA 92656
C. Webb Heidinger Vice President None
138 Gales Street
Portsmouth, NH 03801
Byron Ingram(1) Assistant Vice President None
Kathleen T. Ives(1) Vice President None
Eric K. Johnson Vice President None
3665 Clay Street
San Francisco, CA 94118
Mark D. Johnson Vice President None
409 Sundowner Ridge Court
Wildwood, MO 63011
Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062
Michael Keogh(2) Vice President None
Brian Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430
John Kennedy Vice President None
799 Paine Drive
Westchester, PA 19382
Richard Klein Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409
Daniel Krause Vice President None
560 Beacon Hill Drive
Orange Village, OH 44022
Ilene Kutno(2) Vice President/ None
Director of Sales
Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116
Todd Lawson Vice President None
3333 E. Bayaud Avenue
Unit 714
Denver, CO 80209
Wayne A. LeBlang Senior Vice President None
54511 Southern Hills
LaQuinta, CA 92253
Dawn Lind Vice President None
7 Maize Court
Melville, NY 11747
James Loehle Vice President None
2714 Orchard Terrace
Linden, NJ 07036
Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657
Todd Marion Vice President None
39 Coleman Avenue
Chatham, NJ 07928
Marie Masters Vice President None
8384 Glen Eagle Drive
Manlius, NY 13104
LuAnn Mascia(2) Assistant Vice President None
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
Anthony Mazzariello Vice President None
100 Anderson Street, #427
Pittsburgh, PA 15212
John McDonough Vice President None
3812 Leland Street
Chevey Chase, MD 20815
Wayne Meyer Vice President None
2617 Sun Meadow Drive
Chesterfield, MO 63005
Tanya Mrva(2) Assistant Vice President None
Laura Mulhall(2) Senior Vice President None
Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931
Wendy Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043
Denise-Marke Nakamura Vice President None
2870 White Ridge Place, #24
Thousand Oaks, CA 91362
Chad V. Noel Vice President None
2408 Eagleridge Dr.
Henderson, NV 89014
Joseph Norton Vice President None
2518 Fillmore Street
San Francisco, CA 94115
Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
130 E. 63rd Street, #10E
New York, NY 10021
Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109
Elaine Puleo(2) Senior Vice President None
Minnie Ra Vice President None
100 Delores Street, #203
Carmel, CA 93923
Dustin Raring Vice President None
378 Elm Street
Denver, CO 80220
Michael Raso Vice President None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY 10538
John C. Reinhardt(3) Vice President None
Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Michael S. Rosen(2) Vice President None
Kenneth Rosenson Vice President None
3505 Malibu Country Drive
Malibu, CA 90265
James Ruff(2) President None
Timothy Schoeffler Vice President None
1717 Fox Hall Road
Washington, DC 77479
Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471
Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695
Robert Shore Vice President None
26 Baroness Lane
Laguna Niguel, CA 92677
Timothy Stegner Vice President None
794 Jackson Street
Denver, CO 80206
Peter Sullivan Vice President None
21445 S. E 35th Street
Issaquah, WA 98029
David Sturgis Vice President None
44 Abington Road
Danvers, MA 0923
Brian Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017
George Sweeney Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036
Andrew Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242
Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092
David G. Thomas Vice President None
7009 Metropolitan Place, #300
Falls Church, VA 22043
Sarah Turpin Vice President None
2201 Wolf Street, #5202
Dallas, TX 75201
Andrea Walsh(1) Vice President None
Suzanne Walters(1) Assistant Vice President None
Mark Stephen Vandehey(1) Vice President None
James Wiaduck Vice President None
29900 Meridian Place
#22303
Farmington Hills, MI 48331
Marjorie Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331
(1) 6803 South Tucson Way, Englewood, CO 80112
(2) Two World Trade Center, New York, NY 10048
(3) 350 Linden Oaks, Rochester, NY 14623
(c) Not applicable.
Item 28. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and rules
promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.
Item 29. Management Services
Not applicable
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on the 20th day of November, 1998.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Bridget A. Macaskill *
----------------------------------------------------------
Bridget A. Macaskill, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
Signatures Title Date
/s/ Leon Levy* Chairman of the November 20, 1998
- ----------------------------------- Board of Directors
Leon Levy
/s/ Donald W. Spiro* Vice Chairman and November 20, 1998
- --------------------------------- Director
Donald W. Spiro
/s/ George Bowen* Treasurer and November 20, 1998
- ----------------------------------- Principal Financial
George Bowen and Accounting
Officer
/s/ Robert G. Galli* Director November 20, 1998
- -------------------------------------
Robert G. Galli
/s/ Benjamin Lipstein* Director November 20, 1998
- -------------------------------------
Benjamin Lipstein
/s/ Bridget A. Macaskill* President and November 20, 1998
- ----------------------------------- Principal Executive
Bridget A. Macaskill Officer
/s/ Elizabeth B. Moynihan* Director November 20, 1998
- -------------------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Director November 20, 1998
- -------------------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Director November 20, 1998
- -------------------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Director November 20, 1998
- -------------------------------------
Russell S. Reynolds, Jr.
/s/ Pauline Trigere* Director November 20, 1998
- -------------------------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Director November 20, 1998
- -------------------------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- ---------------------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
EXHIBIT INDEX
Exhibit No. Description
23(b) Amended and Restated By-Laws as of June 4, 1998
23(j) Independent Auditors Consent
23(n) Financial Data Schedule
OPPENHEIMER MONEY MARKET FUND, INC.
BY-LAWS
AMENDED AND RESTATED AS OF JUNE 4, 1998
ARTICLE I
STOCKHOLDERS
SECTION 1. Place of Meeting. All meetings of the stockholders shall be
held at the principal office of the Corporation in the State of New York or at
such other place within the United States as may be fixed by the Board of
Directors.
SECTION 2. Meetings. Meetings of stockholders shall be held at a time
designated by the Board of Directors on such date as may be fixed by the Board
of Directors at which time the stockholders shall act on such matters as are
submitted to a vote of stockholders, and may transact any other business within
the powers of the Corporation. Any business of the Corporation may be transacted
at such meeting without being specifically designated in the notice, except such
business as is specifically required by statutes to be stated in the notice.
"Notwithstanding the foregoing provisions of this Section 2, a meeting of
stockholders shall be held when the Investment Company Act of 1940, as amended,
requires one or more of the following matters be acted on by stockholders:
1) Election of Directors;
2) Approval of an investment advisory agreement;
3) Ratification of the selection of independent public
accountants; or
4) Approval of a distribution agreement.
Also, notwithstanding the provisions of this Section 2, a meeting of the
stockholders shall be called by the Secretary upon receipt of the request in
writing signed by stockholders holding not less than one quarter in amount of
the votes entitled to be cast thereat. Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on at it.
Meetings requested by stockholders need not be called unless (i) required by
law; and (ii) all conditions to the calling of such meeting required by law have
been met.
SECTION 3. Notices of Meetings of Stockholders. Not less than then days'
and not more than ninety days' written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the general nature of the
business proposed to be transacted at any special or extraordinary meeting),
shall be given to each stockholder entitled to vote thereat either by mail or by
presenting it to him personally or by leaving it at his residence or usual place
of business. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at his post office
address as it appears on the records of the Corporation, with postage thereon
prepaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
SECTION 4. Record Dates. The Board of Directors may fix, in advance, a
date, not exceeding ninety days and not less than ten days preceding the date of
any meeting of stockholders, and not exceeding sixty days preceding any dividend
payment or any date for the allotment of rights, as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting, or entitled to receive such dividend or rights, as the case may be; and
only stockholders of record on such date shall be entitled to notice of and to
vote at such meeting or to receive such dividend or rights, as the case may be.
(Amended 8/6/87)
SECTION 5. Quorum, Adjournment of Meetings. The presence in person or by
proxy of the holders of one-third of the shares of capital stock of the
Corporation outstanding and entitled to vote thereat shall constitute a quorum
at any meeting of the stockholders; provided however, if any action to be taken
by the stockholders at a meeting requires an affirmative vote of a majority of
the shares outstanding and entitled to vote, then in such event the presence in
person or by proxy of the holders of a majority of the shares of capital stock
of the Corporation outstanding and entitled to vote at such a meeting shall
constitute a quorum for all purposes. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. This Section 5 may be altered, amended or repealed only
upon the affirmative vote of the holders of the majority of all the shares of
the capital stock of the Corporation at the time outstanding and entitled to
vote. (Amended 8/6/87)
SECTION 6. Voting and Inspectors. At all meetings of stockholders every
stockholder of record entitled to vote thereat shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation (and
such stockholders of record holding fractional shares shall have proportionate
voting rights as provided in Articles of Incorporation) on the date for the
determination of stockholders entitled to vote at such meeting, either in person
or by proxy appointed by instrument in writing subscribed by such stockholder or
his duly authorized attorney. No proxy which is dated more than three months
before the meeting at which it is offered shall be accepted, unless such proxy
shall, on its face, name a longer period for which it is to remain in force.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided in the
Articles of Incorporation or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Articles of
Incorporation or in these By-Laws.
At any election of Directors, the Board of Directors prior thereto may,
or, if they have not so acted, the chairman of the meeting may, and upon the
request of the holders of ten per cent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors of election who first subscribe an
oath or affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote taken.
No candidate for the office of Director shall be appointed such Inspector.
The chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten per cent (10%) of the stock entitled to vote on such election or
matter.
SECTION 7. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, if any, by the
President, or if he shall not be present, by a Vice President, or if none of
them is present, by a chairman to be elected at the meeting. The Secretary of
the Corporation, if present, shall act as secretary of such meetings, or if he
is not present, an Assistant Secretary shall so act; if neither the Secretary
nor an Assistant Secretary is present, then the meeting shall elect its
secretary. (Amended 5/26/82)
SECTION 8. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the stockholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the Secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 6, in which event such
inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF DIRECTORS.
SECTION 1. Number and Tenure of Office. The number of directors of the
Corporation shall be eight. By vote of a majority of the entire Board of
Directors, the number of directors fixed by the Articles of Incorporation or
these By-Laws may be increased or decreased from time to time not exceeding 11
nor less than 3, but the tenure of office of a director shall not be affected by
any decrease in the number of directors so made by the Board. Directors shall
hold office until a meeting of stockholders is called for the purpose of voting
on the election of Directors, or until their successors are elected and
qualified. Directors need not be stockholders in the Corporation. (Amended
8/6/87)
SECTION 2. Vacancies and Retirement. Subject to the provisions of the
Investment Company Act of 1940, in case of any vacancy in the Board of Directors
through death, resignation, or other cause, a majority of the remaining
Directors, although such majority is less than a quorum, by an affirmative vote,
may elect a successor to hold office until the next meeting of the stockholders
of the Corporation called for the purpose of electing Directors or until his
successor is duly elected and qualifies. A director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until the next
meeting of stockholders called for the purpose of electing directors and until
his successor is elected and qualified. Notwithstanding the foregoing, no
vacancies occurring in the Board of Directors may be filled by vote of the
remaining members of the Board if immediately after filling any such vacancy
less than two thirds of the directors then holding office shall have been
elected to such office by the holders of the outstanding voting securities of
the Corporation at any meeting. (Amended 8/6/87)
Any Director may resign or retire as Director by written instrument signed
by him and delivered to the other Directors or to any officer of the
Corporation, and such resignation or retirement shall take effect upon such
delivery or upon such later date as is specified in such instrument and shall be
effective as to the Corporation. Notwithstanding the foregoing, any and all
Directors shall be subject to the provisions with respect to mandatory
retirement set forth in the Corporation's Retirement Plan for Non-Interested
Directors adopted by the Corporation, as the same may be amended from time to
time.
SECTION 3. Election by Shareholders. In the event that at any time less
than a majority of the directors of the Corporation holding office at that time
were so elected by the holders of the outstanding voting securities, the Board
of Directors of the Corporation shall forthwith cause to be held as promptly as
possible, and in any event within 60 days, a meeting of such holders for the
purpose of electing directors to fill any existing vacancies in the Board of
Directors, unless such period is extended by approval or no action letter of the
Securities and Exchange Commission. This Section 3 may be altered, amended or
repealed only upon the affirmative vote of the holders of a majority of all the
shares of the capital stock of the Corporation at the time outstanding and
entitled to vote. (Amended 8/6/87)
SECTION 4. Place of Meeting. The Directors may hold their meetings, have
one or more offices, and keep the books of the Corporation outside the State of
Maryland, at any office or offices of the Corporation or at any other place as
they may from time to time by resolution determine, or, in the case of meetings,
as shall be specified or fixed in the respective notices or waivers of notice
thereof.
SECTION 5. Regular Meetings. The first meeting of each newly-elected Board
of Directors shall be held as soon as practicable after a meeting of
stockholders where a Board of Directors is elected. The Board of Directors shall
hold annual meetings. All meetings of the Board of Directors, including regular
meetings, shall be held at such time and place and on such notice, if any, as
the Directors may from time to time determine. (Amended 8/6/87)
SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board, if any,
the President or a majority of the Directors, by oral or telegraphic or written
notice duly served on or sent or mailed to each Director not less than one day
before each such meeting. No notice need be given to any Director who attends in
person or to any Director who, in writing executed and filed with the records of
the meeting either before or after the holding thereof, waives such notice. Such
notice or waiver of notice need not state the purpose or purposes of such
meeting. (Amended 5/26/82)
SECTION 7. Quorum. One-third of the entire Board of Directors shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The action of a majority of the Directors present at any meeting at which there
is a quorum shall be the action of the Board of Directors, except as may be
otherwise specifically provided by statute, by the Articles of Incorporation, by
these By-Laws or by any contract or agreement to which the Corporation is a
party.
SECTION 8. Executive Committee. The Board of Directors may, in each year,
by the affirmative vote of a majority of the entire Board, appoint from the
Directors an Executive Committee to consist of such number of Directors (not
less than three) as the Board may from time to time determine. The Board of
Directors by such affirmative vote shall have power at any time to change the
members of such Committee and may fill vacancies in the Committee by appointment
from the Directors. When the Board of Directors is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation
(including the power to authorize the seal of the Corporation to be affixed to
all papers which may require it) except as provided by law or by any contract or
agreement to which the Corporation is a party and except the power to increase
or decrease the size of, or fill vacancies on, the Board, to remove or appoint
executive officers or to dissolve or change the permanent membership of the
Executive Committee, and the power to make or amend by By-Laws of the
Corporation. The Executive Committee may fix its own rules of procedure, and may
meet when and as provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority shall be necessary to
constitute a quorum. In the absence of any member of the Executive Committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
SECTION 9. Other Committees. The Board of Directors, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members (not less than two) and shall
have and may exercise, to the extent permitted by law, such powers as the Board
may determine in the resolution appointing them. A majority of all members of
any such committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The Board of
Directors shall have power at any time to change the members and, to the extent
permitted by law, the powers of any such committee, to fill vacancies, and to
discharge any such committee.
SECTION 10. Compensation of Directors. Directors shall be entitled to
receive such compensation from the Corporation for their services as may from
time to time be voted by the Board of Directors.
SECTION 11. Informal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting, if a written consent to
such action is signed by all members of the Board, or of such committee, as the
case may be.
SECTION 12. Unless and until the provisions of this Section shall be
amended or repealed by an affirmative vote of a majority of the outstanding
shares of the Corporation or shall terminate as hereinafter provided, no person
shall be elected or qualified to serve as a Director of the Corporation who is
an "interested person" of the investment adviser of the Corporation or any
predecessor of such investment adviser within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940 (the "Act") as from time to time amended
unless, notwithstanding the election or incumbency of such person, the
composition of the Board of Directors of the Corporation shall be and continue
to be in compliance with the standards set forth in Section 15(f)(1) of the Act
as from time to time amended. Any Director who, during the period in which this
Section of the By-Laws of the Corporation shall be in effect shall become such
an interested person and no longer be qualified to serve as a Director of the
Corporation shall automatically cease to be a Director of the Corporation and
any vacancy created thereby shall be filled by a person selected by the
remaining members of the Board who are not such interested persons. This
provision of the By-Laws of the Corporation shall take effect at such time as
British & Commonwealth Holdings PLC and/or any affiliate or subsidiary thereof
shall directly or indirectly acquire a controlling interest in the outstanding
voting securities of the investment adviser of the Corporation and shall
thereafter continue in effect for a period of three (3) years, or three years
from the consummation of the transaction by which Caledonia Investments PLC
reduces its holdings to less than five percent of British & Commonwealth's
outstanding voting securities, at which time it shall automatically terminate
and cease to be in effect.
(Added 8/6/87)
ARTICLE III
OFFICERS
SECTION 1. Executive Officers. The executive officers of the Corporation
shall be chosen by the Board of Directors at its annual meeting. These shall
include a President, one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary and a Treasurer; they may
also include a Chairman of the Board selected from among the directors. The
Board of Directors or the Executive Committee may also in its discretion appoint
Assistant Secretaries, Assistant Treasurers, and other officers, agents and
employees, who shall have such authority and perform such duties as the Board or
the Executive Committee may determine. The Board of Directors may fill any
vacancy which may occur in any office. Any two offices, except those of
President and Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law or these By-Laws to be executed,
acknowledged or verified by two or more officers. (Amended 5/26/82)
SECTION 2. Term of Office. The term of office of all officers shall be one
year and until their respective successors are chosen and qualified, subject,
however, to the provisions for removal contained in the Articles of
Incorporation and the By-Laws. Any officer may be removed from office at any
time with or without cause by the vote of a majority of the entire Board of
Directors.
SECTION 3. Powers and Duties. The Chairman of the Board, if elected, shall
have general authority to establish and implement policies for the business and
affairs of the Corporation subject to approval by the Board of Directors and
shall, if elected and present, preside at all meetings of the Board of Directors
and at all meetings of stockholders. The President shall be the chief executive
officer and shall, in the absence of the Chairman of the Board, preside at all
meetings of the respective officers, as well as such additional powers and
duties as may from time to time conferred by the Board of Directors. (Amended
5/26/82)
ARTICLE IV
CAPITAL STOCK
SECTION 1. Certificates of Shares. Each stockholder shall be entitled to a
stock certificate evidencing his interest in the Corporation in such form as the
Board of Directors may from time to time prescribe. No certificate shall be
valid unless it is signed by the President or a Vice President and countersigned
by the Secretary of an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation and sealed with its seal. The signatures may be
either manual or facsimile signatures and the seal may be either facsimile or
any other form of seal. In case any officer who has signed any certificate
ceases to be an officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its issue.
SECTION 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates for the same number of shares of the same class,
duly endorsed or accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Corporation or its
agent may reasonably require.
SECTION 3. Stock Ledgers. The stock ledgers of the Corporation, containing
the names and addresses of the stockholders and the number of shares held by
them respectively, shall be kept at the principal office of the Corporation or,
if the Corporation employs a transfer agent, at the office of the Transfer Agent
of the Corporation and shall during the usual business hours of every business
day be open for the inspection of any person or persons who are and for at least
six months have been stockholders of record of five per cent, in the aggregate,
of the outstanding capital stock of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
or the Executive Committee may determine the conditions upon which a new
certificate of stock the Corporation of any class may be issued in place of a
certificate which is alleged to have been lost, stolen or destroyed; and may, in
their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Corporation and the
Transfer Agent, if any, to indemnify it and such Transfer Agent against any and
all loss or claims which may arise by reason of the issue of a new certificate
in the place of the one so lost, stolen or destroyed.
ARTICLE V
CORPORATE SEAL
The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of
Directors.
ARTICLE VII
AMENDMENT OF BY-LAWS
Except as provided in Section 5 of Article I hereof, in Section 3 of
Article II hereof and in this Article VII, the By-Laws of the Corporation may be
altered, amended, added to or repealed by the stockholders or by majority vote
of the entire Board of Directors; but any such alteration, amendment, addition
or repeal of the By-Laws by action of the Board of Directors may be altered or
repealed by the stockholders. After the initial issue of any shares of capital
stock of the Corporation, this Article VII may be altered, amended or repealed
only upon the affirmative vote of the holders of the majority of all the shares
of the capital stock of the Corporation at the time outstanding and entitled to
vote.
Exhibit 23(j)
Independent Auditor's Consent
The Board of Directors
Oppenheimer Money Market Fund, Inc.:
We consent to the use in this Registration Statement of Oppenheimer Money Market
Fund, Inc. of our report dated August 21, 1998 included in the Statement of
Additional Information, which is part of such Registration Statement, and to the
reference to our firm under the heading "Financial Highlights" appearing in the
Prospectus which is also a part of such Registration Statement, and "Independent
Auditors" appearing in the Statement of Additional Information.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
November 19, 1998
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<NAME> Oppenheimer Money Market Fund, Inc.
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